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HomeMy WebLinkAbout2000-147 Agrmt - CF Malm EngineersAGREEMENT THIS AGREEMENT, made this day of ~ , 1997 by and between City of Ashland, hereinafter call~ "CITY" and C F Malm Engineers, doing business as a proprietorship, hereinafter called "ENGINEER". WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned: This AGREEMENT supersedes all existing AGREEMENTS between ENGINEER and CITY and settles any and all claims by either party pursuant to any prior AGREEMENT. 1. The ENGINEER will commence and complete ENGINEERING SERVICES including the analysis, field testing, report and recommendations, specifications, and drawings for the modification of the Reeder Gulch Turbine and generator. 2. ENGINEER shall furnish all of the material, supplies, tools, equipment, labor, and other services necessary for the construction and completion of the WORK described herein~ 3. The ENGINEER will commence the work required by the CONTRACT DOCUMENTS within 10 calendar days after the date of the NOTICE TO PROCEED and will substantially complete the same within 300 calendar days unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS. 4. The ENGINEER agrees to perform all of the WORK described in the CONTRACT DOCUMENTS and comply with the terms therein for the sum of $297,000, as shown in the SCOPE OF WORK. 5. The term "CONTRACT DOCUMENTS" means and includes the following: (A) AGREEMENT (B) SCOPE OF WORK AND SERVICES (C) GENERAL CONDITIONS 6. The CITY will pay to the ENGINEER in the manner and at such times as set forth in the General Conditions such amounts as required by the SCOPE OF WORK AND SERVICES. 7. This AGREEMENT shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. DOCUMENT NO. 1 June 16, 1997 Agreement RG-Agr.GEN Page i of 2 IN WITNESS WHEREOF, the parties hereto have executed, or caused to e~y their duly authorized officials, this AGREEMENT in ) each of which shall be deemed an original on the date first above written. OWNER: City of Ashland,,.) ATTEST: BY: NAME: TITLE: ENGINEER: BY: NAME: ADDRESS: (SEAL) ATTEST: BY: NAME: TITLE: DOCUMENT NO. I June 16, 1997 Agreement RG-Agr.GEN Page 2 of 2 SCOPE OF WORK AND SERVICES SCOPE OF WORK The Work to be provided by Engineer under this Contract consists of field tests, analysis, report, specification and drawings and repairs at Reeder Gulch hydroelectric plant owned by the City of Ashland, Oregon. Bo The City's intent is to replace the Reeder Gulch generator by means of a single responsibility as follows: with Alconza 360 RPM 850 kW generator with sleeve bearings. 1. Field Testing 2 o Drawings and specifications shall be prepared by Engineer to accomplish the repairs. 3. Engineer shall provide the following construction services: a. Procure and fabricate parts b. Install parts in accordance with drawings c. Final alignment and start up d. Certification of Conformance to Plans and Specifications and Warranty Included as part of lump sum price is maintenance check-up six months after City's Acceptance. Annual maintenance to be performed every year thereafter at a mutually agreed time at the fee schedule stated in SCOPE OF WORK. 4. Services - Design Turbine Casing Modifications 5. Services - Generator Predesign so Alconza,s preliminary dimensions must be modified to acco~mnodate existing plinth. Field measurements to determine exact turbine shaft center line. DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 1 of 3 o 10. Field tests to verify turbine case deflection under load is within acceptable tolerances. Services - Generator Installation Design a. Pressure lube system and piping b. Controls and PLC interface design to DC backup lube pump upon power failure c. Anchor bolt design, plinth modifications required Services - Submittals Drawings for approval Initial Schedule Monthly Progress Reports provide as Furnish and Install Turbine Modifications including a. Labyrinth seal b. Seal water piping if required Furnish and Install Generator including a. Factory inspection, freight a~d rigging from port of entry to powerhouse Pressure lube system with backup DC pump and oil piping Two-axis shaft displacement transducer Hand brake Creep detection system Foundation modifications and anchor bolts Furnish and Install Control Modifications including a. Powerhouse autodialer b. Backup DC supply to lube system DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 2 of 3 c. PLC and SCADA modifications for proximity sensors, analog vibration monitor and creep detector 11. Services - Installation Supervision and Expenses 12. Services -Startup Test, Conraission and Expenses 13. Services - Vibration Analysis and Expenses 14. Services - 0 & M Manual 15. Services - Operator Training 16. 17. Subtotal Credit LUMP SUM $372,000 <75.000> $297,000 This Scope of Work includes a Limited Five-Year Warranty on Material and Workmanship and Specific Performance. The Warranty covers material defects only, not cosmetic. The WORK includes an inspection for vibration and alignment approximately six months after City!s Acceptance. The Annual Maintenance Service required to maintain Warranty in effect shall begin approximately one year after the six-month inspection. Fee Schedule - Annual Maintenance Year One approximate September 1999 $6,000 Year Two approximate September 2000 $6,000 Year Three approximate September 2001 $6,000 Year Four approximate September 2002 $6,000 Year Five approximate September 2003 $6,000 Services - Assist with sale of Speed Increaser and Generator. DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 3 of 3 GENERAL CONDITIONS 2 3 4 5 6 7 8 9 Definitions Scope of Services Time of Performance Compensation Changes in Work Delays and Extension Conferences - visits to Site Errors and Professional Negligence Indemnification 10. Insurance 11. Ownership of Documents 12. Termination 13. Disputes 14. Compliance with Laws 15. Subcontractors 16. Records 17. Equal Employment Employment 18. Employment Fees 19. Limit Warranty 1.1 Wherever used in the CONTRACT DOCU~LENTS, the following terms shall have the meanings indicated and shall be applicable to both the singular and plural thereof: 1.2 ADDENDA ~ Written or graphic instruments issued prior to the execution of the Agreement which modify or interpret the CON'£KACT DOCUMENTS, DRAWINGS, and SPECIFICATIONS, by additions, deletions, clarifications, or corrections. 1.3 APPROVED/APPROVAL Means written approval from the City or its designated agent. 1.4 CHANGE ORDER - A written order to the CON'£~ACTOR authorizing an addition, deletion, or revision in the WORK within the general scope of the CONTRACT DOCUMENTS, or authorizing an adjustment in the CONTRACT PRICE or CONTRACT TIME. 1.5 CITY - Means the City of Ashland, Oregon, the owner and operator of the project. 1.6 CONSULTANT - Means the same as Contractor. 1.7 CON'r~ACT DOCUMENTS - The contract, including Advertisement for PROPOSALS, Information for PROPOSERS, PROPOSAL, Agreement, NOTICE OF AWARD, NOTICE TO PROCEED, CHANGE ORDER, DRAWINGS, SPECIFICATIONS, and ADDENDA. 1.8 CONTRACT PRICE - The total monies payable to the CONTRACTOR under the terms and conditions of the C0N~ACT DOCUMENTS. 1.9 CONTRACT TIME - The number of calendar days stated in the CONTRACT DOCUMENTS for the completion of the WORK. 1.10 CONTRACTOR The person, firm, or corporation with whom the OWNER has executed the Agreement. Terms such as installation DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 1 of 9 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 contractor, powerhouse contractor, supplier and manufacturer refer to work by others. DAY - Shall mean calendar day. Qualifiers such as "working day" and "business day" shall mean any calendar day except Saturday, Sunday, and legal holidays. DRAWINGS - The parts of the CONTRACT DOCUMENTS which show the characteristics and scope of the WORK to be performed. ENGINEER - Means the same as Contractor. FINAL COMPLETION - Shall be the date all equipment is installed, operating, and the Contractor certifies that the Work furnished under this Contract are acceptable and conform to Contract requirements. NOTICE OF AWARD - The written notice of the acceptance of the PROPOSAL from the OWNER to the successful PROPOSER. NOTICE TO PROCEED - Written coL~uf~unication issued by the OWNER to the CONTRACTOR authorizing CONTRACTOR to proceed with the WORK and establishing the date for commencement of the WORK. PROJECT REPRESENTATIVE - The authorized representative of the OWNER who is assigned to the PROJECT site or any part thereof. PROPOSAL - The offer or proposal of the PROPOSER submitted on the prescribed form setting forth the prices for the work to be performed. PROPOSER Any person, firm, or corporation submitting a PROPOSAL for the WORK. OWNER - The City of Ashland. SHOP DRAWINGS Ail drawings, diagrams, illustrations, brochures, schedules, and other data which are prepared by the CONTRACTOR, a SUBCONTRACTOR, manufacturer, SUPPLIER or distributor, which illustrate how specific portions of the WORK shall be fabricated or installed. SPECIFICATIONS - A part of the CONTRACT DOCUMENTS consisting of written descriptions of a technical nature or materials, equipment, construction systems, standards and workmanship. SUBCONTRACTOR - An individual, firm or corporation having a direct contract with the CON'f~ACTOR or with any other SUBCONTRACTOR for the performance of a part of the WORK at the site. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 2 of 9 1.24 SUBSTANTIAL COMPLETION Shall mean all reports and recommendations, specifications and drawings delivered to City of Ashland. 1.25 SUPPLIER r Any person or organization who supplies materials or equipment for the WORK, including that fabricated to a special design, but who does not perform labor at the site. 1.26 WORK Ail labor necessary to produce the construction required by the CONTRACT DOCUMENTS, and all raaterials and equipment incorporated or to be incorporated in the PROJECT. 1.27 WRITTEN NOTICE - A~ny notice to any party of the Agreement relative to any part of the Agreement in writing and considered delivered and the service thereof completed, when posted by certified or registered mail to the said part at his/her last given address, or delivered in person to said party or his/her authorized representative on the WORK. ARTICLE 2 - SCOPE OF SERVICES Engineer shall perform the services which are provided in SCOPE OF WORK AND SERVICES attached hereto and by this reference made a part hereof, in connection with this project. ARTICLE 3 - TIME OF PERFORMANCE Engineer shall not begin any work tnlder the terms of this Agreement until authorized by the City. The Engineer's work shall be completed according to the schedule provided in SCOPE OF WORK AND SERVICES. Established completion time will not be extended because of any delays attributable to the Engineer, but may be extended by the City in the event of a delay not attributable to the Engineer, or because of unavoidable delays caused by an act of God, governmental actions, or other conditions beyond the control of the Engineer. The established completion time will not be extended except with prior written approval of the City. ARTICLE4 - COMPENSATION AND PAYMENT The Engineer shall be paid by the City for completed work for services rendered under this Agreement as outlined in SCOPE OF WORK AND SERVICES. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. Engineer shall submit to the City a monthly invoice for all work accomplished. Payment due the Engineer will be made promptly by the City upon receipt of the reports and other related documentation which is required to be furnished. Engineer's invoices shall be paid 30 days after Engineer's invoice date. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 3 of 9 I~ - CHANGES IN WORK City reserves the right, without impairing this agreement, to negotiate changes or alterations in the work to be performed hereunder by Engineer. If changes or alterations ordered affect the cost or progress of the work, adjustments shall be made in the time for performance of the work and compensation owing to Engineer, as the case may be, as mutually agreed upon between City and Engineer. ARTICLE 6 - DELAYS A/qD EXTENSIONS If delays occur in the prosecution of Engineer's work under this agreement, which in the judgement of City are beyond the control of Engineer, the time for completion of the work as hereinbefore set forth may be extended by City in an amount not to exceed the amount of such unavoidable delay. ~ - CONFERENCES - VISITS TO SITE Engineer shall confer with City from time to time at City's request during the progress of the work to be performed by Engineer under this agreement. Engineer shall prepare and present such information and drawings to City, in order for City to review the various features of the work. Engineer shall make such changes, amendment or revisions in the detail of the work asmay be required by City. When alternatives are being considered, the City shall have the right of selection. ARTICLE8 - ERRORS AND PROFESSIONAL NEGLIGENCE Engineer shall perform the services as an independent contractor in accordance with generally accepted standards in Engineer's profession. Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all services performed by Engineer. Engineer shall, without additional compensation, correct or revise any error or deficiencies in the services that are caused by Engineer's negligence. City's review, approval, acceptance of, or payment for, any of the services shall not be construed to waive any of the City's rights under this contract or of any cause of action arising out of Engineer's services. In the event of any breach of this contract by Engineer or negligent performance of any of the services, the City's cause of action against Engineer shall not be deemed to accrue until City discovers such breach or negligence, or should have, with reasonable diligence, discovered such breach or negligence. However, the preceding sentence shall not be construed to allow the City to prosecute an action against Engineer beyond the maximum time limitation provided by Oregon law. ARTICLE 9 INDEMNIFICATION Engineer provides services to assist and complement the efforts of the City's engineering, management and technical staff. Engineer does not consider itself to be a part of the distribution chain of any product or process and should not be understood to make any DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 4 of 9 representation or to offer such products or processes. Engineer shall defend, indenulify and save the City, its officers, agents, and employees harmless from any and all claims, actions, costs, judgements, damages or other expenses resulting from injury to any person (including injury resulting in death) or damage to property (including loss or destruction) of whatsoever nature arising out of or incident to the negligent performance of this contract by Engineer (including but not limited to, the negligent acts or omissions of Engineer's employees, agents, and others designated by Engineer to perform work or services attendant to this contract). Engineer shall not be held responsible for any claims, actions, costs, judgements, damages or other expenses, directly and proximately caused by the negligence of the City. ~ - INSLrRANCE Without limiting his liability hereunder, Engineer shall maintain during the life of this agreement the following insurance and furnish City, in duplicate, certificates of insurance as evidence thereof, providing that cancellation or modification of said insurance shall not be affected without ten days prior written notice to City by registered mail, prepaid, return receipt requested. The certificates of insurance shall plainly designate the name of the project for which the certificate is required. (a) Workmen's Compensation Insurance providing coverage in compliance with the laws of the state in which any part of the work is to be performed, and Employer,s Liability (Coverage B) in the minimum amount of $100,000 for each occurrence. (b) Comprehensive General Liability Bodily Injury including death Property Damage Insurance $1,000,000 each occurrence $1,000,000 aggregate (c) Automobile Liability Insurance Bodily Injury an Property Damage Combined Single Limit $500,000 each occurrence (d) Professional Liability Combined Single Limit $500,000 Insurance coverage shall be provided on an "occurrence" basis for subsections (a), (b) and (c) above and on "claims" basis for (d). ~ - OWNERSHIP OF DOCUMENTS Ail plans, specifications and other data prepared by Engineer under this agreement will become the sole property of Engineer. Basic survey notes and sketches, charts, computations and other data prepared or obtained by Engineer under this agreement shall be made available to the City upon its request; however, restrictions may be placed by the Engineer on the use of supplied information, the DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 5 of 9 Engineer shall provide the City with reproducible copies of plans, specifications and report documents, if requested in writing by the City. City has the right to use and rely upon the documents for the purposes contemplated by this agreement, namely, the design and installation of generator modifications to the Reeder Gulch Hydroelectric Plant. ~ - TERMINATION In the event the Engineer fails to comply with any provisions of this agreement, or if the progress or quality of the work is unsatisfactory, the City may serve written notice thereof upon the Engineer, and if the Engineer fails within a period of ten (10) days thereafter to correct such a default, the City may terminate the agreement upon written notice to Engineer. Upon such termination, the Engineer shall cease its performance of this agreement and shall deliver to the City all completed or partially completed satisfactory work and City shall determine the amount due Engineer for such satisfactory work. ~ - DISPLVfES Any dispute concerning a question of fact in connection with the work shall be resolved by conference between the parties hereto. Nothing in this agreement shall preclude either party from taking any legal action it may deem advisable should mutual agreement not be reached. In the event any dispute results in litigation, it is agreed that the prevailing'party shall be entitled to recover court costs and reasonable attorney's fees incurred in the defense of the claim. ARTICLE 14 - COMPLIANCE WITH LAWS Engineer shall not intentionally violate any Federal, State or local laws and ordinances applicable to the work under this agreement. ARTICLE 15 - SUBCONTRACTQRS Engineer shall not sublet or assign all or any part of the work under this agreement without the prior written approval of the City and its consent to sublet, assign or otherwise dispose of any portion of the agreement, and such agreement and consent shall not be construed to relieve Engineer of any responsibility for the fulfillment of the agreement. ARTICLE 16 - RECORDS Engineer shall maintain all books, documents, papers, accounting records and other evidence supporting the costs incurred and shall make such materials available at its offices at all reasonable times during the period of the Agreement and for three (3) years from the date of final payment under this agreement, for inspection by the City. Copies thereof shall be furnished if requested, but the cost of furnishing such copies and the salary costs and direct DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 6 of 9 expenses incurred shall be separately reimbursable to Engineer, Outside of the provisions for payment of its services. ARTICLE 17 - EOUAL EMPLOYMENT OPPORTUNITY During the performance of this agreement, Engineer shall not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. Engineer shall take affirmative action to make sure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, sec, or national origin. Such action shall include but not be limited to the following: employment upgrading; demotion or transfer; requirement or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training during apprenticeship. ARTICLE 18 - EMPLOYMENT FEES In the event the City hires directly any employee, agent or servant of Engineer within one year after final payment on this Contract, the City agrees to reimburse Engineer a monetary amount, equal to six months' wages for the employee, agent or servant, so hired by City, as an employment fee. ~ - WARRANTIES/LIMITATION OF LIABILITIES 19.1 Limited Five-Year Warranty on Material and Workmanship Engineer agrees to provide a limited warranty to only the City of Ashland, that the generator replacement described in SCOPE OF WORK AND SERVICE will be free from defects in material and workmanship discovered to be so deficient within five (5) years from the date of acceptance, exclusive of normal wear and tear. Claims under this warranty must be made within ten days of discovery. Engineer's obligation and the City of Ashland's exclusive remedy under this limited warranty of material and workmanship, shall be to repair, exchange or replace any materials, part or parts found to be defective. 19.2 Limited Five-Year Warranty of Specific Performance Engineer also agrees to provide a warranty to only the City of Ashland, for a period of five (5) years from the date of City's Acceptance, that the generator described in SCOPE OF WORK AND SERVICE will eliminate undue bearing wear of those parts replaced by Engineer. Undue wear for purpose of this document is described as sustained vibration readings in excess of 1.4 times the base line vibration readings taken at time of City's Acceptance of the work. Engineer,s obligation and the City of Ashland's exclusive remedy under this limited warranty shall be to provide redesign or reengineering services to correct the defective performance as warranted and for the cost to install, repair, exchange or replace only DOCUMENT NO. 3. General Conditions RG~GC.GEN June 16, 1997 Page 7 of 9 those components required by such redesign. This limited warranty of specific performance provided by this paragraph shall be applicable only so long as Engineer performs or has the opportunity to perform an annualmaintenance check and any necessary maintenance which Engineer deems necessary, in accordance with the fee schedule proposed by Engineer. This limited warranty of specific performance shall be void should any party other than Engineer repair, replace or alter any part of the turbine or generator during the life of the warranty or if the City of Ashland should fail to timely notify the Engineer of any defect, malfunction or deterioration of performance which may indicate a need for repair or modification of the affected parts. The City shall be responsible for routine maintenance in accordance with Engineer's written instructions. In no case shall the period of this limited warranty of specific performance be extended due to the need for replacement, repair, alteration or redesign under the terms of this warranty, nor for the need to exchange, replace, or repair defective materials or workmanship of any kind. This limited warranty of specific performance shall be effective as of the date of City's Acceptance of the work. City's Acceptance shall take place after all work including punch list have been performed and the turbine generator unit has operated continuously for thirty days without problem and no degradation from vibration readings taken at beginning of thirty-day run-in period. City shall not unreasonably withhold acceptance. In no instance shall the total amount of the loss, damage, expense or cost covered by the limited warranty for specific performance exceed in the aggregate an amount greater than one hundred percent (100%) of the total amount paid or payable to the Engineer by the City of Ashland under the terms of this proposal. 19.3 Limitation of Warranties and Liabilities The warranties stated in paragraphs 19.1 and 19.2 are expressly in lieu of all other warranties, expressed or implie~, iDclud~ng the warranties of merchantability and fitness for a particular ourp_ose. These warranties shall not apply to any defect in material or workmanship which could not have been detected by reasonable inspection typical for the type of material or workmanship involved. These warranties shall apply only to defects in material and workmanship as warranted in paragraph 19.1 or specific performance as warranted in paragraph 19.2, under conditions of normal use as described in the SCOPE OF WORK AND SERVICES of the Contract. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 8 of 9 These warranties shall not apply to any part or material subject to accident, negligence or alteration by other than Engineer, or abuse or misuse by any party nor to damage caused in whole or in part by war, riots, fire, defective soil, earthquake, act of God or other intervening cause that Engineer could not have reasonably foreseen and provided against. Engineer shall not under any circumstances be liable to the City of Ashland, its successors or assigns, for any consequential, incidental, contingent, special or punitive damages resulting from defects in material or workmanship or from delays in achieving specified levels of performance or otherwise related to work or materials covered by the terms f this proposal. END OF GENERAL CONDITIONS DOCUMENT NO. 3. RG-GC.GEN June 16, 1997 General Conditions Page 9 of 9 AGREEMENT THIS AGREEMENT, made this [~ day of -,~ u~w~ , 199~7 by and between City of Ashland, hereinafterlled/ca "CITY" and C F Malm Engineers, doing business as a proprietorship, hereinafter called "ENGINEER". WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned: This AGREEMENT supersedes all existing AGREEMENTS between ENGINEER and CITY and settles any and all claims by either party pursuant to any prior AGREEMENT. 1. The ENGINEER will commence and complete ENGINEERING SERVICES including the analysis, field testing, report and recommendations, specifications, and drawings for the modification of the Reeder Gulch Turbine and generator. 2. ENGINEER shall furnish all of the material, supplies, tools, equipment, labor, and other services necessary for the construction and completion of the WORK described herein. 3. The ENGINEER will commence the work required by the CONTRACT DOCUMENTS within 10 calendar days after the date of the NOTICE TO PROCEED and will substantially complete the same within 300 calendar days unless the period for completion is extended otherwise by the CONTRACT DOCUMENTS. 4. The ENGINEER agrees to perform all of the WORK described in the CONTRACT DOCUMENTS and comply with the terms therein for the sum of $297,000, as shown in the SCOPE OF WORK. 5. The term "CONTRACT DOCUMENTS" means and includes the following: (A) AGREEMENT (B) SCOPE OF WORK AND SERVICES (C) 'GENERAL CONDITIONS 6. The CITY will pay to the ENGINEER in the manner and at such times as set forth in the General Conditions such amounts as required by the SCOPE OF WORK AND SERVICES. 7. This AGREEMENT shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. DOCUMENT NO. 1 June 16, 1997 Agreement RG-Agr.GEN Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be~xec~e~.by their duly authorized officials, this AGREEMENT in ( ~,~ ) each of which shall be deemed an original on the da~ ~irst above written. OWNER: City of_~tshland / ATTEST: BY: NAME: TITLE: ENGINEER.: BY: NAME: ADDRESS: (SEAL) ATTEST: BY: NAME: TITLE: DOCUMENT NO. 1 June 16, 1997 Agreement RG-Agr.GEN Page 2 of 2 SCOPE OF WORK AND SERVICES SCOPE OF WORK The Work to be provided by Engineer under this Contract consists of field tests, analysis, report, specification and drawings and repairs at Reeder Gulch hydroelectric plant owned by the City of Ashland, Oregon. Bo The City's intent is to replace the Reeder Gulch generator by means of a single responsibility as follows: with Alconza 360 RPM 850 kW generator with sleeve bearings. 1. Field Testing 2 o Drawings and specifications shall be prepared by Engineer to accomplish the repairs. 3. Engineer shall provide the following construction services: a. Procure and fabricate parts b. Install pasts in accordance with drawings c. Final alignment and start up d. Certification of Conformance to Plans and Specifications and Warranty e o Included as part of lump sum price is maintenance check-up six months after City's Acceptance. f o Annual maintenance to be performed every year thereafter at a mutually agreed time at the fee schedule stated in SCOPE OF WORK. 4 o Services - Design Turbine Casing Modifications Services - Generator Predesign Alconza's preliminary dimensions must be modified to accormmodate existing plinth. Field measurements to determine exact turbine shaft center line. DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 1 of 3 o 7 o o 10. Co Field tests to ~erify turbine case deflection under load is within acceptable tolerances. - Generator Installation Design Services a. b. Pressure lube system and piping Controls and PLC interface design to provide DC backup lube pump upon power failure plinth modifications as c. Anchor bolt design, required Services Submittals a. Drawings for approval b. Initial Schedule c. Monthly Progress Reports Furnish and Install Turbine Modifications including a. Labyrinth seal b. Seal water piping if required Furnish and Install Generator including a. bo Factory inspection, freight and rigging from port of entry to powerhouse Pressure lube system with backup DC pump and oil piping Two-axis shaft displacement transducer Hand brake Creep detection system Foundation modifications and anchor bolts Co Furnish and Install Control Modifications including a. Powerhouse autodialer b. Backup DC supply to lube system DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 2 of 3 c. PLC and SCADA modifications for proximity sensors, analog vibration monitor and creep detector 11. Services Installation Supervision and Expenses 12. Services Startup Test, Commission and Expenses 13. Services - Vibration Analysis and Expenses 14. Services - 0 & M Manual 15. Services - Operator Training 16. 17. subtotal Credit LUMP SUM $372,000 <75.000> $297,000 This Scope of Work includes a Limited Five-Year Warranty on Material and workmanship and Specific Performance. The Warranty covers material defects only, not cosmetic. The WORK includes an inspection for vibration and alignment appr6ximately .six months after City's Acceptance. The Annual Maintenance Service required to maintain Warranty in effect shall begin approximately one year after the six-month inspection. Fee Schedule - Annual Maintenance Year One approximate September 1999 $6,000 Year Two approximate September 2000 $6,000 Year Three approxiraate September 2001 $6,000 Year Four approximate September 2002 $6,000 Year Five approximate September 2003 $6,000 Services - Assist with sale of Speed Increaser and Generator. DOCUMENT NO. 2 Scope of Work and Services RG-SOWS.GEN June 16, 1997 Page 3 of 3 GENERAL CONDITIONS 1. Definitions 2. Scope of Services 3. Time of Performance 4. Compensation 5. Changes in Work 6. Delays and Extension 7. Conferences - Visits to Site 8. Errors and Professional Negligence 9. Indemnification 10. Insurance 11. Ownership of Documents 12. Termination 13. Disputes 14. Compliance with Laws 15. Subcontractors 16. Records 17. Equal Employment Employment 18. Employment Fees 19. Limit Warranty ARTICLE 1 - D_~ 1.1 Wherever used in the CONTRACT DOCUMENTS, the following terms shall have the meanings indicated and shall be applicable to both the singular and plural thereof: 1.2 ADDENDA - Written or graphic instruments issued prior to the execution of the Agreement which modify or interpret the CONTRACT DOCUMENTS, DP~AWINGS, and SPECIFICATIONS, by additions, deletions, clarifications, or corrections. 1.3 APPROVED/APPROVAL - Means' written approval from the City or its designated agent. 1.4 CHANGE ORDER - A written order to the CONTRACTOR authorizing an addition, deletion, or revision in the WORK within the general scope of the CONTRACT DOCUMENTS, or authorizing an adjustment in the CONTRACT PRICE or CONTRACT TIME. 1.5 CITY Means the City of Ashland, Oregon, the owner and operator of the project. 1.6 CONSULTANT - Means the same as Contractor. 1.7 CONTRACT DOCUMENTS - The contract, including Advertisement for PROPOSALS, Information for PROPOSERS, PROPOSAL, Agreement, NOTICE OF AWARD, NOTICE TO PROCEED, CHANGE ORDER, DRAWINGS, SPECIFICATIONS, and ADDENDA. 1.8 CONTRACT PRICE The total monies payable to the CONTRACTOR under the terms and conditions of the CONTRACT DOCUMENTS. 1.9 CONTR3%CT TIME ~ The number of calendar days stated in the CONTRACT DOCUMENTS for the completion of the WORK. 1.10 CONTR3%CTOR The person, firm, or corporation with whom the OWNER has executed the Agreement. Terms such as installation DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 1 of 9 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 contractor, powerhouse contractor, supplier and manufacturer refer to work by others. DAY Shall mean calendar day. Qualifiers such as "working day" and "business day" shall mean any calendar day except Saturday, Sunday, and legal holidays. DRAWINGS - The parts of the CONTRACT DOCUMENTS which show the characteristics and scope of the WORK to be performed. ENGINEER - Means the same as Contractor. FINAL COMPLETION Shall be the date all equipment is installed, operating, and the Contractor certifies that the Work furnished under this Contract are acceptable and conform to Contract requirements. NOTICE OF AWARD - The written notice of the acceptance of the PROPOSAL from the OWNER to the successful PROPOSER. NOTICE TO PROCEED - Written communication issued by the OWNER to the CONTRACTOR authorizing CONTRACTOR to proceed with the WORK and establishing the date for corm~encement of the WORK. PROJECT REPRESENTATIVE - The authorized representative of the OWNER who is assigned to the PROJECT site or any part thereof. PROPOSAL - The offer or proposal of the PROPOSER submitted on the prescribed form setting forth the prices for the work to be performed. PROPOSER Any person, firm, or corporation submitting a PROPOSAL for the WORK. OWNER - The City of Ashland. SHOP DP~AWINGS - Ail drawings, diagrams, illustrations, brochures, schedules, and other data which are prepared by the CONTRACTOR, a SUBCONTRACTOR, manufacturer, SUPPLIER or distributor, which illustrate how specific portions of the WORK shall be fabricated or installed. SPECIFICATIONS A part of the CONTRACT DOCUMENTS consisting of written descriptions of a technical nature or materials, equipment, construction systems, standards and workmanship. SUBCONTRACTOR An individual, firm or corporation having a direct contract with the CONTRACTOR or with any other SUBCONTRACTOR for the performance of a part of the WORK at the site. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 2 of 9 1.24 SUBSTANTIAL COMPLETION Shall mean all reports and recommendations, specifications and drawings delivered to City of Ashland. 1.25 SUPPLIER - Any person or organization who supplies materials or equipment for the WORK, including that fabricated to a special design, but who does not perform labor at the site. 1.26 WORK Ail labor necessary to produce the construction required by the CONTR3%CT DOCUMENTS, and all materials and equipment incorporated or to be incorporated in the PROJECT. 1.27 WRITTEN NOTICE - Any notice to any party of the Agreement relative to any part of the Agreement in writin9 and considered delivered and the service thereof completed, when posted by certified or registered mail to the said part at his/her last given address, or delivered in person to said party or his/her authorized representative on the WORK. ~ - SCOPE OF SERVICES Engineer shall perform the services which are provided in SCOPE OF WORK AND SERVICES attached hereto and by this reference made a part hereof, in connection with this project. ARTICLE 3 - TIME OF PERFORSt~NCE Engineer shall not begin any work under the terms of this Agreement until authorized by the City. The Engineer's work shall be completed according to the schedule provided in SCOPE OF WORK ~ SERVICES. Established completion time will not be extended because of any delays attributable to the Engineer, but may be extended by the City in the event of a delay not attributable to the Engineer, or because of unavoidable delays caused by an act of God, governmental actions, or other conditions beyond the control of the Engineer. The established completion time will not be extended except with prior written approval of the City. ARTICLE 4 - COMPENSATION ~ PAY~4EbFr The Engineer shall be paid by the City for completed work for services rendered under this Agreement as outlined in SCOPE OF WORK AND SERVICES. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. Engineer shall submit to the City a monthly invoice for all work accomplished. Payraent due the Engineer will be made promptly by the City upon receipt of the reports and other related documentation which is required to be furnished. Engineer's invoices shall be paid 30 days after Engineer's invoice date. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 3 of 9 I~ - C~DANGES IN WORK City reserves the right, without impairing this agreement, to negotiate changes or alterations in the work to be performed hereunder by Engineer. If changes or alterations ordered affect the cost or progress of the work, adjustments shall be made in the time for performance of the work and compensation owing to Engineer, as the case may be, as mutually agreed upon between City and Engineer. ARTICLE 6 - DELAYS ~ EXTENSIONS If delays occur in the prosecution of Engineer's work under this agreement, which in the judgement of City are beyond the control of Engineer, the time for completion of the work as hereinbefore set forth may be extended by City in an amount not to exceed the amount of such unavoidable delay. ARTICLE'7 CONFERENCES - VISITS TO SITE Engineer shall confer with City from time to time at City's request during the progress of the work to be performed by Engineer under this agreement. Engineer shall prepare and present such information and drawings to City, in order for City to review the various features of the work. Engineer shall make such changes, amendment or revisions in the detail of the work as may be required by City. When alternatives are being considered, the City shall have the right of selection. ARTICLE 8 - ERRORS ~ PROFESSIONAL NEGLIGENCE Engineer shall perform the services as an independent contractor in accordance with generally accepted standards in Engineer's profession. Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all services performed by Engineer. Engineer shall, without additional compensation, correct or revise any error or deficiencies in the services that are caused by Engineer's negligence. City's review, approval, acceptance of, or payment for, any of the services shall not be construed to waive any of the City's rights under this contract or of any cause of action arising out of Engineer's services. In the event of any breach of this contract by Engineer or negligent performance of any of the services, the City's cause of action against Engineer shall not be deemed to accrue until City discovers such breach or negligence, or should have, with reasonable diligence, discovered such breach or negligence. However, the preceding sentence shall not be eon~trued to allow the City to prosecute an action against Engineer beyond the maximum time limitation provided by Oregon law. ~ - INDEMNIFICATIQN Engineer provides services to assist and complement the efforts of the City's engineering, management and technical staff. Engineer does not consider itself to be a part of the distribution chain of any product or process and should not be understood to make any DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 4 of 9 representation or to offer such products or processes. Engineer shall defend, indemnify and save the City, its officers, agents, and employees harmless from any and all claims, actions, costs, judgements, damages or other expenses resulting from injury to any person (including injury resulting in death) or damage to property (including loss or destruction) of whatsoever nature arising out of or incident to the negligent performance of this contract by Engineer (including but not limited to, the negligent acts or omissions of Engineer's employees, agents, and others designated by Engineer to perform work or services attendant to this contract). Engineer shall not be held responsible for any claims, actions, costs, judgements, damages or other expenses, directly and proximately caused by the negligence of the City. ARTICLE ~0 - INS~CE Without limiting his liability hereunder, Engineer shall maintain during the life of this agreement the following insurance and furnish City, in duplicate, certificates of insurance as evidence thereof, providing that cancellation or modification of said insurance shall not be affected without ten days prior written notice to City by registered mail, prepaid, return receipt requested. The certificates of insurance shall plainly designate the name of the project for which the certificate is required. (a) Workmen's Compensation Insurance providing coverage in compliance with the laws of the state in which any part of the work is to be performed, and Employer's Liability (Coverage B) in the minimum amount of $100,000 for each occurrence. (b) Comprehensive General Liability Insurance Bodily Injury including death $1,000,000 each occurrence Property Damage $1,000,000 aggregate (c) Automobile Liability Insurance Bodily Injury an Property Damage Combined Single Limit $500,000 each occurrence (d) Professional Liability Combined Single Limit $500,000 Insurance Uoverage shall be provided on an "occurrence" basis for subsections (a), (b) and (c) above and on "claims" basis for (d). ~ - OWNERSHIP OF DOCUMENTS Ail plans, specifications and other data prepared by Engineer under this agreement will become the sole property of Engineer. Basic survey notes and sketches, charts, computations and other data prepared or obtained by Engineer under this agreement shall be made available to the City upon its request; however, restrictions may be placed by the Engineer on the use of supplied inforTaation, the DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 5 of 9 Engineer shall provide the City with reproducible copies of plans, specifications and report documents, if requested in writing by the City. City has the right to use and rely upon the documents for the purposes contemplated by this agreement, namely, the design and installation of generator modifications to the Reeder Gulch Hydroelectric Plant. ARTICLE 12 - ~ In the event the Engineer fails to comply with any provisions of this agreement, or if the progress or quality of the work is unsatisfactory, the City may serve written notice thereof upon the Engineer, and if the Engineer fails within a period of ten (10) days thereafter to correct such a default, the City may terminate the agreement upon written notice to Engineer. Upon such termination, the Engineer shall cease its performance of this agreement and shall deliver to the City all completed or partially completed satisfactory work and City shall determine the amount due Engineer for such satisfactory work. ARTICLE 13 - DISPUTES. Any dispute concerning a question of fact in connection with the work shall be resolved by conference between the parties hereto. Nothing in this agreement shall preclude either party from taking any legal action it may deem advisable should mutual agreement not be reached. In the event any dispute results in litigation, it is agreed that the prevailing party shall be entitled to recover court costs and reasonable attorney,s fees incurred in the defense of the claim. ARTICLE 14 - COMPLIANCE WITH LAWS Engineer shall not intentionally violate any Federal, State or local laws and ordinances applicable to the work under this agreement. ARTICLE 15 - NTRA T R Engineer shall not sublet or assign all or any part of the work under this agreement without the prior written approval of the City and its consent to sublet, assign or otherwise dispose of any portion of the agreement, and such agreement and consent shall not be construed to relieve Engineer of any responsibility for the fulfillment of the a~reement. ARTICLE 16 - RECORDS Engineer shall maintain all books, documents, papers, accounting records and other evidence supporting the costs incurred and shall make such materials available at its offices at all reasonable times during the period of the Agreement and for three (3) years from the date of final payment under this agreement, for inspection by the City. Copies thereof shall be furnished if requested, but the cost of furnishing such copies and the salary costs and direct DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 6 of 9 expenses incurred shall be separately reimbursable to Engineer, outside of the provisions for payment of its services. ARTICLE 17 - EQUAL EMPLOYMENT OPPORTUNITY During the performance of this agreement, Engineer shall not discriminate against any employee or applicant for employment because of race, creed, color, sex or national origin. Engineer shall take affirmative action to make sure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, sec, or national origin. Such action shall include but not be limited to the following: employment upgrading; demotion or transfer; requirement or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training during apprenticeship. ARTICLE 18 EMPLOYMENT FEES In the event the City hires directly any employee, agent or servant of Engineer within one year after final payment on this Contract, the City agrees to reimburse Engineer a monetary amount, equal to six months' wages for the employee, agent or servant, so hired by City, as an employment fee. ARTICLE 19 - WARRANTIES/LIMITATION OF LIABILITIES 19.1 Limited Five-Year Warranty on Material and Workmanship Engineer agrees to provide a limited warranty to only the City of Ashland, that the generator replacement described in SCOPE OF WORK AND SERVICE will be free from defects in material and workmanship discovered to be so deficient within five (5) years from the date of acceptance, exclusive of normal wear and tear. Claims under this warranty must be made within ten days of discovery. Engineer's obligation and the City of Ashland's exclusive remedy under this limited warranty of material and workmanship, shall be to repair, exchange or replace any materials, part or parts found to be defective. 19.2 Limited Five-Year Warranty of Specific Performance Engineer also agrees to provide a warranty to only the City of Ashland, for a period of five (5) years from the date of City's Acceptance, that the generator described in SCOPE OF WORK AND SERVICE will eliminate undue bearing wear of those parts replaced by Engineer. Undue wear for purpose of this document is described as sustained vibration readings in excess of 1.4 times the base line vibration readings taken at time of City's Acceptance of the work. Engineer's obligation and the City of Ashland's exclusive remedy under this limited warranty shall be to provide redesign or reengineering services to correct the defective performance as warranted and for the cost to install, repair, exchange or replace only DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 7 of 9 those components required by such redesign. This limited warranty of specific performance provided by this paragraph shall be applicable only so long as Engineer performs or has the opportunity to perform an annual maintenance check and any necessary maintenance which Engineer deems necessary, in accordance with the fee schedule proposed by Engineer. This limited warranty of specific performance shall be void should any party other than Engineer repair, replace or alter any part of the turbine or ~enerator durin9 the life of the warranty or if the City of Ashland should fail to timely notify the Engineer of any defect, malfunction or deterioration of performance which may indicate a need for repair or modification of the affected parts. The City shall be responsible for routine maintenance in accordance with Engineer's written instructions. In no case shall the period of this limited warranty of specific performance be extended due to the need for replacement, repair, alteration or redesign/under the terms of this warranty, nor for the need to exchange, replace, or repair defective materials or workmanship of any kind. This limited warranty of specific performance shall be effective as of the date of City's Acceptance of the work. City's Acceptance shall take place after all work including punch list have been performed and the turbine generator unit has operated continuously for thirty days without problem and no degradation from vibration readings taken a~ beginning of thirty-day run-in period. City shall not unreasonably withhold acceptance. In no instance shall the total amount of the loss, damage, expense or cost covered by the limited warranty for specific performance exceed in the aggregate an amount ~reater than one hundred percent (100%) of the total amount paid or payable to the Engineer by the City of Ashland under the terms of this proposal. 19.3 Limitation of Warranties and Liabilities The warranties stated in paragraphs 19.1 and 19.2 are expressly in lieu of all 0~h~r warranties, expressed or implied. ~ncludlnq the warrant~es of merchantability and fitness for a particular purpose. These warranties shall not apply to any defect in material or workmanship which could not have been detected by reasonable inspection typical for the type of material or workmanship involved. These warranties shall apply only to defects in material and workmanship as warranted in paragraph 19.1 or specific performance as warranted in paragraph 19.2, under conditions of normal use as described in the SCOPE OF WORK AND SERVICES of the Contract. DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 8 of 9 These warranties shall not apply to any part or material subject to accident, negligence or alteration by other than Engineer, or abuse or misuse by any party nor to damage caused in whole or in part by war, riots, fire, defective soil, earthquake, act of God or other intervening cause that Engineer could not have reasonably foreseen and provided against. Engineer shall not under any circumstances be liable to the City of Ashland, its successors or assigns, for any consequential, incidental, contingent, special or punitive damages resulting from defects in material or workmanship or from delays in achieving specified levels of performance or otherwise related to work or materials covered by the terms f this proposal. END OF GENERAL CONDITIONS DOCUMENT NO. 3. General Conditions RG-GC.GEN June 16, 1997 Page 9 of 9 C F MALM ENGINEERS 1515 DEXTER AVENUE NORTH, SUITE 200 SEATTLE, WASHINGTON 98109 PHONE (206) 270-0450 FAX (206) 270-0449 June 16, 1997 Mr. Peter Lovrovich Director of Electric Utilities City of Ashland 90 N. Mountain Avenue Ashland, Oregon 97520 Reference: Reeder Gulch Generator Replacement Dear Pete: Attached are three copies of the draft of our proposed Contract Documents and our initial invoice to cover down payment a~ other expenses. Yours truly, C F MALM ENGINEERS 16-Jun-97 CITY OF ASHLAND ATTN PETE LOVROVICH 20 EAST MAIN ASHLAND. OR 97502 C F MALM ENGINEERS 1515 DEXTER AVE NORTH, SUITE 200 SEATTLE, WASHINGTON 98109 INVOICE INVOICE INVOICE INVOICE INVOICE INVOICE INVOICE: INVRGS15 TERMS: NET UPON RECEIPT PURCHASE ORDER NO. PROJECT: REPLACE GENERATOR CONTRACT AMOUNT COMPLETE TO: 16-Jun-97 PRIOR INVOICES TOTAL DUE THIS INVOICE: WORK THIS PERIOD EQUIPMENT DOWN PAYMENTS POJECT PREPARATIONS 14% 297,000 43.000 0 43,000 INVOICE INVRG815 16-Jun-97 PAGE 1 OF 1 VENDOR: 003136 C F MALM ENGINEERS 1515 DEXTER AVE NORTH STE 200 SEATTLE, WA 98109 CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 PAGE 1 ! 1 01414 SHIP TO: Ashland Electric Department (541) 488-5354 90 N MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req, Del. Date: Special Inst: Req. No.: Dept,: Pete Lovrovich - Electric Contact: Pete Lovrovich - Electric Confirming? Yes I Annual Maintenance on Reeder Gulch 30,000.001 ~n effect. Year One approx Sept 1999 $6000 Year Three apprex Sept 2001 $6000 Year Five approx Sept 2003 $6000 Scope of work: "Annual maintenance to mutually agreed time at the fee .._.. ~e aneous repa rs 0.00 I (~I~T Included ~n the annual maintenance SUBTOTAL 30,000.00 BILL TO: Account Payable TAX 0.00 20 EAST MAIN ST FREIGHT 0.00 541-552-2010 TOTAL 30,000.00 ASHLAND, OR 97520 E 690.11.15.00.602400 30,000.00 VENDORCOPY CITY OF ASHLAND REQUISITION 2578 Department Date Vendor ~,t ~.- ~,,~X-/,<~ .~,~'~,, ~ ~ ~ ~ ~ Requested Oelive~ Date' / ~/~ ~ ~ ~¢~ ~ ~.~ eliver TO.~__ ('~: ~m II1= I~mxl~ly ~ (~) m~ fir ell~ o~ I~ not Item Quantity Unit D~c=d~lon IJ~ ~ ~m~l~ ~ ~ ~ Unit ~ ~ ~ RO. No. J~ NO. UNIT NO. I hem~ ~i~at-~e ab~ ite~ ~ec~ ~r the N°