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HomeMy WebLinkAbout2009-060 Contract - Electrical Reliability CITY OF ASHLAND 20 East Main Street Ashland, Oregon 97520 Telephone: 541/488-6002 Fax: 541/488-5311 CONTACT: David Oswald, Sales Engineer ADDRESS: 4099 SE International Way, Suite 201, Milwaukie, OR 97222 DATE AGREEMENT PREPARED: 05-20-2009 BEGINNING DATE: 06-01-2009 TELEPHONE: 503-653-6781 FAX: 503-659-9733 COMPLETION DATE: 06-30-2009 COMPENSATION: $10,050.00 Firm Fixed Price Per ro osal dated Ma 18,2009 GOODS AND SERVICES TO BE PROVIDED: Acceptance Testing - Reeder Gulch Hydroelectric- Switch ear and Control S stem - Per Commissionin Plan Ma ,2009 re ared b CVO Electrical S stems ADDITIONAL TERMS: Article 8: Subject to the limitations set forth in Article 22. Article 22: Limitation of Liability. In no event shall either party be liable for special, indirect, incidental or consequential damages. Subcontractor's liability on any claim for loss, cost, damage, expense, or other liability arising out of or connected with this Contract shall not exceed an a re ate amount of $1 ,000,000.00. NOW THEREFORE, pursuant to AMC 2.50.090 and after consideration of the mutual covenants contained herein the CITY AND CONTRACTOR AGREE as follows: 1. All Costs by Contractor: Contractor shall, provide all goods as specified above and shall at its own risk and expense, perform any work described above and, unless otherwise specified, furnish all labor, equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented, and by entering into this contract now represents, that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Contractor must also maintain a current City business license. 3. Completion Date: Contractor shall provide all goods in accordance with the standards and specifications, no later than the date indicated above and start performing the work under this contract by the beginning date indicated above and complete the work by the completion date indicated above. 4. Compensation: City shall pay Contractor for the specified goods and for any work performed, including costs and expenses, the sum specified above. Payments shall be made within 30 days of the date of the invoice. Should the contract be prematureiy terminated, payments will be made for work completed and accepted to date of termination. Compensation under this contract, including all costs and expenses of Contractor, is limited to $25,000.00, unless a separate written contract is entered into by the City. 5. Ownership of Documents: All documents prepared by Contractor pursuant to this contract shall be the property of City. 6. Statutory Requirements: ORS 279B.220, 279B.225, 279B.230, 279B.235, ORS Chapter 244 and ORS 670.600 are made part of this contract. 7. Living Wage Requirements: If contractor is providing services under this contract and the amount of this contract is $18,088 or more, Contractor is required to comply with chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in this chapter, to all employees performing work under this contract and to any subcontractor who performs 50% or more of the work under this contract. Contractor is also required to post the notice attached hereto as Exhibit B predominantly in areas where it will be seen by all employees. 8. Indemnification: Contractor agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this contract by Contractor (including but not limited to, Contractor's employees, agents, and others designated by Contractor to perform work or services attendant to this contract). Contractor shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, directly, solely, and proximately caused by the negligence of City. 9. Termination: a. Mutual Consent. This contract may be terminated at any time by mutual consent of both parties. b. Citv's Convenience. This contract may be terminated at any time by City upon 30 days' notice in writing and delivered by certified mail or in person. c. For Cause. City may terminate or modify this contract, in whole or in part, effective upon delivery of written notice to Contractor, or at such later date as ma be established b Cit under an of the followin Contract for Goods and Services Less than $25,000, Revised 06/30/2008, Page 1 of 9 . conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this contract or are no longer eligible for the funding proposed for payments authorized by this contract; or iii. If any license or certificate required by law or regulation to be held by Contractor to provide the services required by this contract is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. . i. Either City or Contractor may terminate this contract in the event of a breach of the contract by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and intent to terminate. If the party committing the breach has not entirely cured the breach within 15 days of the date of the notice, or within such other period as the party giving the notice may authorize or require, then the contract may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Contractor's performance of each and every obligation and duty under this contract. City by written notice to Contractor of default or breach, may at any time terminate the whole or any part of this contract if Contractor fails to provide services called for by this contract within the time specified herein or in any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this contract. e. Obliaation/Liabilitv of Parties. Termination or modification of this contract pursuant to subsections a, b, or c above shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination or modification. However, upon receiving a notice of termination (regardless whether such notice is given pursuant to subsections a, b, c or d of this section, Contractor shall immediately cease all activities under this contract, unless expressly directed otherwise by City in the notice of termination. Further, upon termination, Contractor shall deliver to City all contract documents, information, works-in-progress and other property that are or would be deliverables had the contract been completed. City shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. 10. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 11. Non-discrimination Certification: The undersigned certifies that the undersigned Contractor has not discriminated against minority, women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts, if any. The Contractor understands and acknowledges that it may be disqualified from bidding on this contract, including but not limited to City discovery of a misrepresentation or sham regarding a subcontract or that the Bidder has violated any requirement of ORS 279A.11 0 or the administrative rules implementing the Statute. 12. Asbestos Abatement License: If required under ORS 468A.710, Contractor or Subcontractor shall possess an asbestos abatement license. 13. Assignment and Subcontracts: Contractor shall not assign this contract or subcontract any portion of the work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. Contractor shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and City. 14. Use of Recyclable Products: Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 15. Default. The Contractor shall be in default of this agreement if Contractor: commits any material breach or default of any covenant, warranty, certification, or obligation it owes under the Contract; if it loses its QRF status pursuant to the QRF Rules or loses any license, certificate or certification that is required to perform the work or to qualify as a QRF if Contractor has qualified as a QRF for this agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Contract; or attempts to assign rights in, or delegate duties under, the Contract. 16. Insurance. Contractor shall at its own expense provide the following insurance: a. Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers b. General Li . . . u nce with a combined single limit, or the equivalent, of not less than Enter one: , $200,000, $500,000, 000,0..9.3, $2,000,000 or Not Applicable for each occurrence for Bodily Injury and Property Damage. It shall include contractual liability coverage for the indemnity provided under this contract. c. Automobile' . ance with a combined single limit, or the equivalent, of not less than Enter one: $200,000, $500,000, 1,000,000, or Not Applicable for each accident for Bodily Injury and Property Damage, includin covera e for owned, hired or non-owned vehicles, as a licable. Contract for Goods and Services Less than $25,000, Revised 06/30/2008, Page 2 of 9 ,d. 'Notice of cancellation or chanQe. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without 30 days' written notice from the Contractor or its insurer(s) to the City. e. edlCertificates of Insurance. Contractor shall name The City of Ashland, Oregon, and its elected ,0 icers and employees as Additional Insureds on any insurance policies required herein but only with respect to Contractor's services to be provided under this Contract. As evidence of the insurance coverages required by this Contract, the Contractor shall furnish acceptable insurance certificates prior to commencing work under this contract. The contractor's insurance is primary and non-contributory. The certificate will specify all of the parties who are Additional Insureds. Insuring companies or entities are subject to the City's acceptance. If requested, complete copies of insurance policies, trust agreements, etc, shall be provided to the City. The Contractor shall be financially responsible for all pertinent deductibles, self-insured retentions andlor self- insurance. 17. Governing Law; Jurisdiction; Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding (collectively, "the claim") between the City (and/or any other or department of the State of Oregon) and the Contractor that arises from or relates to this contract shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. If, however, the claim must be brought in a federal forum, then it shall be brought and conducted solely and exclusively within the United States District Court for the District of Oregon filed in Jackson County, Oregon. Contractor, by the signature herein of its authorized representative, hereby consents to the in personam jurisdiction of said courts. In no event shall this section be construed as a waiver by City of any form of defense or immunity, based on the Eleventh Amendment to the United States Constitution, or otherwise, from any claim or from the jurisdiction. 18. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN REGARDING THIS CONTRACT. CONTRACTOR, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT HEISHE HAS READ THIS CONTRACT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 19. Nonappropriations Clause. Funds Available and Authorized: City has sufficient funds currently available and authorized for expenditure to finance the costs of this contract within the City's fiscal year budget. Contractor understands and agrees that City's payment of amounts under this contract attributable to work performed after the last day of the current fiscal year is contingent on City appropriations, or other expenditure authority sufficient to allow City in the exercise of its reasonable administrative discretion, to continue to make payments under this contract. In the event City has insufficient appropriations, limitations or other expenditure authority, City may terminate this contract without penalty or liability to City, effective upon the delivery of written notice to Contractor, with no further liability to Contractor. 20. Prior Approval Required Provision. Approval by the City of Ashland Councilor the Public Contracting Officer is required before any work may begin under this contract. 21. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. ~yONTRACTOR ~. ...L ~~ ,,4', z:: Prin Name CITY OF ASHLAND: BY ~ FINANCE DIREC R TITLE #/,,...4 ~1?"~9e/,J . DATE ,z DATE c2?-49y-;ttJ(Jf , Date: Federal 10# 99'/7f;( tfb ACCOUNT # !J{?Yj6-:;- 'Completed W9 form must be submitted with contract (For City purposes only) PURCHASE ORDER # 6/f t3 I ( I <) &tJ 6 c;Z ~tl7J Contract for Goods and Services Less than $25,000, Revised 06/30/2008, Page 3 of 9 EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that (a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified, professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in the contract documents, and has checked four or more of the following criteria: Y/I ~?t C%:71. ?/7J. ~7/. >::71. (1) I carry out the labor or services at a location separate from my residence or is in a specific portion of my residence, set aside as the location of the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or liability insurance relating to the labor or services to be provided. c!/"J.ti-J ~~;j,i?(dlJf/IL"'S Contractor .J.-;Z9-,jl.a:?f" (Date) Contract for Goods and Services Less than $25,000, Revised 06/30/2008, Page 4 of 9 ~ ~ EMERSON. Process Management Emerson Process Management Electrical Reliability Services, Inc. 4099 5E International Way, Suite 201 Milwaukie, OR 97222 USA T (503) 653 6781 F (503) 659 9733 www.ers.assetweb.com ., QUOTE May 18, 2009 ers Reference No. 3100976 Martin Stoddard CVO'Electrical Systems 1600 SW Western Blvd, Suite 160. Corvallis, OR 97333 Subject: Acceptance Testing - Reeder Gulcb Hydroelectric - Switcbgear and Control System Electrical Rcliability Services, Inc. (ers) is pleased to provide the following quotation. SITE: Reeder Gulch Hydroelectric Power Plant - Ashland, OR SERVICES: Perform specific tests and inspections on the equipment listed below. This work shall be performed with reference to the following plans and specifications: Plans and Specifications Directing this Work CVOE Commissioning Plan - Acceptance Testing Specifications Drawings ROH EOOI-E003 Main Power Elementary 012406898 Equipment Scope GE AKD-lO Switchgear, consisting of: . One (1) AK Circuit Breaker, 2000AF/2000AS, 480V, LSG . One (1) Control Power Transformer . Six (6) Voltage Transformers . Six (6) Current Transformers Low Voltage Control Panel Consisting of: . One (1) Beckwith M3420 . One (1) SEL-SOl . One (1) SPM21 . One (1) PQM Power Quality Meter . Two (2) Multi-Panel Digital Meter . . One (1) Synchronous Generator, 84SKV A, 480V One (1) Dry Type Transformer, 1000KV A, 12.47KV - 480V COST: $10,050.00 (Firm Fixed Price) ers shall provide all field engineers, test equipment, and specialized tools required to complete the project as discussed in this quotation. Upon completion of the project, ers shall submit a comprehensive final report. The report shall contain an inventory of equipment inspected, test procedures and test equipment used, field data sheets, results and recommendations. CUSTOMER RESPONSmILITIES : Your company shall perform or provide the following: . Test power @ 208 Y, 150 A, or 480 Y, 60 A, single phase, within 100 ft. of circuit breaker test area(s). . Latest drawings, specifications, protective device settings, and equipment manuals. . Labor as may be required by union by-laws to pull panel covers or other associated tool work. . Routine torquing of bolted connections, cleaning, continuity tests, insulation resistance tests (meggering), phasing and rotation checks. PROPOSAL CLAR):FICA nONS: . The proposal does not include testing of the low voltage control cable. It is more efficient for this work to be provided at the time of installation by the installing contractor. . The proposal pricing does noi include the test procedures designated as optional in the specifications. . The proposed testing can be provided beginning June 15th. Unless otherwise indicated, pricing is based on the premise that work shall be performed during normal workday, on a combination of straight time and over time hours. Your company shall be invoiced for client requested variations in the work scope or schedule, as discussed in this quotation that would increase the cost of the project. These additional charges shall be per our published rate schedule in effect at the time the work is performed. Electrical Reliability Services Terms and Conditions, as attached, shall apply. No other terms and conditions shall apply unless agreed to in writing by ers prior to the commencement of the project. Pricing shall remain valid for ninety days. Electrical Reliability Services would like to thank you for the opportunity to present this quotation. If you find our quotation acceptable, we would appreciate early notice for the scheduling of the field engineers and test equipment. Should you have any questions regarding this quotation, or require any further information please give us a call at (503) 653-6781. Sincerely, Electrical Reliability Services, Inc. 14 tJw4 David Oswald Sales Engineer DO/ap Enclosure ers Reference No. 3100976 Page 2 Electrical Reliability Services, Inc. Terms and Conditions Electrical Reliability Services, Inc. is herein referred to as .Service Provider". The person or entity purchasing services or equipment is herein referred to as "Buyer". These terms and conditions, the attendant quotation or ac~owledgmenl, and all documents incorporated by reference therein, bind the company(s) that Issues the quotation or acknowledgement for the provision of electrical testing services to be provided hereunder by Electrical Rellability Services {Service Provider}, and the Buyer, (Buyer), and constitute the entire agreement (Agreement) between Service Provider and Buyer regarding such provision of services. 1. ORDER ACCEPTANCE: Perfonnance of any services or the supply of equipment rservices") by Service Provider Is expressly condiUoned upon the terms and conditions herein. Issuance of an order by Buyer for services or equipment shall constitute Buyer assent to these terms and conditions and any contrary terms in Buyer's order or otherwise shall not be binding upon Service Provider, 2.~: Prices quoted by Service Provider shall remain in effect for lhe period stated in Service Provider's wrilten quotation or proposal. or, \fnone is stated, for ninety (90) days aflerthe date of the quotation. If Service Provider does not receive an order from Buyer within the effective period, Service Provider may change prices for services ta those in effect at the time an arder is received. Prices do not include any sales, use, excise, value added or similar taxes. Taxes shall be the responsibility of Buyer and Service Provider shall include them on all inl/Oices, absent receipt of an appropriate exemption from Buyer. " 3. TERMS OF fAYMS..tiI: Buyer shall be billed monthly. Service Provider, at its discretion, may require monthly progress payments for services requiring more than thirty (30) days to complete, Payment terms are net thirty (30) days from date of Invoice. Payments not received within thirty (30) days of data of inl/Oice shail be subject to a lata payment charge of one and one-half percent (1~%) or the maximum rata allowed by law, whlcl1ever is lower, and/or Service Provider may suspend performance of services without lability to Buyer until payment of any overdue amount is made in full, including any interest charge. Service Provider reserves the right to demand different payment terms if Service Provider determines that circumstances warrant such measures. Buyer shall be liable to Service Provider for all expenses relating to the collection of past due amounts. 4. CHANGES: Any changes affecting the Services: or otherwise affecting the scope of work: must be accepted by Service Provider and resultmg adjustment 10 price, schedule, or both, mutually agreed in writing. 5. EXCUSE OF PERFORMANCE: Service Provider shall not be liable or responsible lor cost, expense, or damage due to a delay in performance of sef\rices or other obIlgatbns when such delay is due to causes beyond SElfIIIce Provider's reasonable control, including, but not limited 10, natural disasters, ~ of govemn1ent, power faaure, ads of God, laoor disputes, ads or war, or material or transportation shortage. 6. TERMINATION AND SUSPENSION BY SERVICE PROVIDER: Service Provider may cancel any order or terminate any agreement without liability to Buyer if Buyer falls to meet the conditions specified herein, or if Buyer becomes insolvent or bankrupt. Buyer may cancei orders only upon reasonable advance written notice to Service Provider and upon payment to Service Provider 01 Service Provider's cancellation charge, which include all costs and expenses incurred by Service Provider in the course of performance under an order or agreement and amounts adequate 10 cover any commitments made by Service Provider. 7. BUYER RESPONSIBILITIES: Buyer shall provide Service Provider ready access to the site where services are to be performed and adequate workspace and facilities to perform same as provided in these Service Provider terms and conditions. Buyer shall not require Service Provider or Its employees, as a condlUon 10 site access or otherwise, to further agree O(enterinto any agreement, which waives, releases, indemnifies or otherwise limits or expands any rights or obligations whatsoever. Any such agreements shall be null and void. Buyer shall inform Service Provider, in writing, at the lime of order placement, of any knO'Wn hazardous substance or condition at the site, including, but not limited to, the presence ofasbeslos or as bestosconlainingmaterials, and shall provide Service Provider with any applicable Material Data Safety Sheets regardlng same. Buyer shall appoint a representativefamiliarwilh the site and lhe nature of the services to be pert"ormed by Service Provider to be present at all times that Service Provider personnel are at the site. Service Provider shall not be liable for any expenses Incurred by Buyer in removing, repl~cing or .refurtJis~ing any Buyer equipment or any part of Buyer's building structure that restricts Sel'Vlce ProVIder access. Buyer personnel shall cooperate with and provide all necessary assislance to ,Service Provider. Unless olherwise agreed to by Service Provfder, Buyer shall arrange for utility outage, site lighting and power as may be needed In the course 01 Service Provider performance of services. Service Provider shall not be liable or responsible for any work: performed by Buyer. Service Provider shall nol perfonn any electrical power switching unless specifically requested by Buyer. Notwithstanding Buyer's request, Service Provider may refuse to perfonn power switching, If In the opinion of Servlce ProvIder, such action would be unsafe. IN THE EVENT THAT SERVICE PROVIDER PERFORMS POWER SWITCHING, TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD SERVICE PROVIDER HARMLESS FROM ANY AND ALL LIABILITY, ACTIONS, SUITS, CLAIMS, DEMANDS, DAMAGES, COSTS, AND EXPENSES ("LOSSES") ARISING OUT OF OR IN ANY WAY CONNECTED WITH RESULTING FROM SERVICE PROVIDER'S PERFORMANCE OF POWER SWITCHING, REGARDLESS OF WHETHER THE lOSSES RESULT FROM BUYER'S NEGliGENCE (WHETHER ACTIVE OR PASSIVE, AND WHETHER SOLE, JOINT, OR CONCURRENT) OR GROSS NEGliGENCE, AND EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT STRICT liABILITY, OR OTHER lEGAL FAULT OF SERVICE PROVIDER. THIS INDEMNrrv SHALL APPLY TO ANY ACTS OR OMISSIONS, WillFUL MISCONDUCT, OR NEGLIGENT CONDUCT, WHETHER ACTIVE OR PASSIVE, ON THE PART OF BUYER. If OSHA or any other fede~l, state or local government, trade association, or contradual regulations or standards require a "safety person" to be 00 site during the performance of services, orin the event ofa trade union jurisdictional dispute where trade union represented personnel are required to assist or SIan? .by during the performance of services by Service Provider, Buyer shall be responsible for proVldlngforandpaymgforanychargeorwagesforsuchperson(s),asapplicable. 8. HI.RING OF EMPL~YEES; Buyer agrees that during the execution of the Services by Service ProVIder and for a penod of twelve (12) months after performance of the services, it wlll not hire any 7mploye,e(s) of Service Provider and will not entice or counsel any such employee(s) to leave Sel'\'lce ProVIder's employ. Buyer agrees that this covenant shall extend to ils agents and affiliates. In the event that an employee of Service Provider is hired or leaves the employ of Service Provider in such circumstances, the Buyer shall pay Service Provider, as compensation for the cost Incurred by Service Provider in recruiting and training the employee, the sum equivalent to six (6) months pay for each employee hired from or leaving the employment of Service Provider. 9. GENERAL PROVISIONS: These terms and conditions shall be governed by and performance construed in accordance with the laws of the Stale of Missouri. If any section or part of these terms and conditions is or becomes illegal, unenforceable or inva5d, then such part 0( section shall be struck and shall not affect the remaining parts or sections. These lerms and conditions represent the entire, final and complete agreement between the parties with respect to the subject matter herein and supersede ell prior or contemporaneous oral or written communications representations or agreements relating to this subject. Only a writing signed by both parties may modify these terms and conditions. 10. NUCLEAR AND RELATED APPLICATIONS: GOODS AND SERViCES SOLD HEREUNDER ARE NOT FOR USE IN ANY NUCLEAR AND RELATED APPLICATIONS. Buyer accepts goods end services With the foregoing understanding, agrees to ccmmlXlicate the same in writing to any subsequent purchasers or user and to defend, indemnify, and hold harmless Service Provider from any claims, losses, suits, judgments and damage, includ]ng inciderytal and consequential damage, arising from such use, whetner the cause of action be based in tort, contract or otherwise, induding ailegations thai the Seller's liability is based on negUgence or strict liability, 11. LIMITED WARRANTY: Service Provider warrants to Buyer that the services that it will perform are to be by trained personnel using proper equipment and instrumentation for the particular service. Service Provider warrants that any analysis of data, subsequent recommendations and other services will be in accordancewithappllcable established indtJstrystandards and practices. Service Provider ~hall warrant the proper performance of the services for a period 01 one (1) year from the completion 01 the services, Warranties applicable to third party equipment, parts or materials furnished by Service Provider shall be that of the manufacturer of such equipment, parts or materials and only to the extent assignable to Buyer, EXCEPT AS SPECIFICAt,L Y PROViDED FOR ABOVE, SERViCE PROVIDER EXTENDS NO WARRANTIES OF ANY KIND FOR THIRD PARTY SERViCES, EQUIPMENT OR MATERIALS AND SERViCE PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PART]CULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES. These warranties d? not extend to any 10SS.es or damages due to misuse, accident, abuse, neglect wear and tear, negligence (other than Sel'Vlce Provider's), unauthorized modifications or alteration use beyond rate capacity, or Improper installation, mainlenance or application, To the extent thai Buyer or Its agents has supplied specifications, information, representations of operating conditions or other data to Service Provider in the selection or design of the equipment and the preparation of Service Provider's quotation, and In the event the actual operating conditions or other conditions differ from those represented by Buyer, and warranties or other provisions contained herein wh]ch are affecled by such conditions shall be null a ndvoid. If within thirty (30) d~ys after Buyer's discovery of any warranty defects within the warranty period, Buyer notifies Sel'Vlce Provider thereof in writing, Service Provider shall, at Us option, repair, correct or replace F.O.B. point of manufacture, or refund the purchase price for, that portion of the services or equipment found by Service Provider to be defective. Failure by Buyer to give such wnlten notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. Equipment repaired or replaced during the warranty period sha!1 be covered by the foregoing warranties for the ,remainder of the original warranty period or ninety (gO) days from the date of shipment, whichever is longer. 12. INSURANCE: 'Service Provider shall maintain the follO'Wing insurance or self-insurance coverage: Worker's Compensation in accordance with the statutory requirements of the state in which the work: is performed. Employer's Liability with a limit of liability of $1,000,000 per occurrence for ~il~ injury by accident or bodily injury by disease. Commercial General Llablllty (CGl) for bodily injury and property damage with a ilmit of 51,000,000 per occurrence and aggregate. CGL includes Contractual Uabmty. CGL does not include Products and Completed Operations co"':3rage. Automobile Liability insurance that covers usage of an owned, non.owned and leas~d ~hl~les ~nd which is subject to a combined single limit per occurrence of $1 ,000,000. Automobile Liability Insurance Includes Contractual liability and Cross liability, but no special endorsements ~ 3. ,I~DEMNITY: Each p~rty shali Indemnify and hold the other party harmless from loss, damage, lIab,lltyorexpenseresulungfromdamagetopropertyofathirdparty,orlnjuries, indudingdeath, to :hird p~rtie~ to the extent caused by a negligent act or omission of the party providing Indemnification or a party's subcontractors, agents or empklyees during performance of services hereunder. Such indemnification shall be reduced to the extent attributable to others. The Indemnifying party shall defend the other party in accordance with and to the extent of the above i~emnification, pr?vided that the Indemnifying party Is: I) prompUy notified by the other party. in wnting, ?r any dall~s, demands or suits for su~ damages or injuries; iI) given all reasonable InfO,rmatiOn an~ as,slstance by the olherparty: iii) givan full control over any resulting negotiation, arbitration or litigation, or the Indemnifying party's obligations herein shall be deemed waived. The indemnification obl]gations under this section shall survive the termination or expiraUon of an order or contract between the parties for a period of five (5) years. 14, LIMITATION OF REMEDY AND LIABIliTY: SERViCE PROViDER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNDER SHALL' BE UMITED TO REPAIR CORRECTION, REPLACEMENT OR REFUND OF PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 11. IN NO EVEtIT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, . STRICT L1AB]L1TY, OTHER TORT OR OTHERWISE) SHALL SERVICE PROVIDER'S UABIUTY TO BUYER ANDfOR ITS CUSTOMERS EXE:EED THE PRICE TO BUYER OF THE SERVICES PROVIDED BY SERVICE PROVIDER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL SERVICE PROVIDER'S LIABILITY TO BUYER ANDfOR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM "CONSEQUENTIAL DAMAGES; SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL. Fo,m W.9 (Rev. October 2Q07) Request for Taxpayer Identification Number and Certification Give form tojhe re-quester. Do not send to the IRS. :L.CE..~ Iwe... ) N '. ~ . Co :5 . . ~~ :""'-u ~, E~ .'1:.5 Q.;(,) " '0 . .Co Ul . if, I.im.lI Check appropriate box: 0 Individual/Sole proprietor ~rporntion 0 Partnership D Limited liability Company. Enter the tax claSsification (D=diSiegaidedentity, C=cofpcirlltioo, o Other(Sieinst':.JctiCl"is)~ Addre5S(number, street, and apt..Of SlJiteno.) (IT q"1').-~~ -e. L_ist account m.mber(s)'h~e(optionIlQ Taxpayer Identification Number (TIN) EnteryourTIN in lheapproprlate box. The TIN provided must match the flame,given OIrUne 1 to avoid backup withholding. ForOindivlduals, this isyour.social security number (SSN). However, fora resident alien, sole proprietor, or disreg<lrded,entity,.see the Part I:jnstructions 0!1 page 3. For otherentitjes. it is your employer'identification number (EIN). If _you do'not have'a 'number, see How to get a 'TIN on',page 3. NOte, If the account is in moreth~lli one name, see,the chart on page4 for guidelines on Whose number to' enter. P::paitnerShip) .. ___ no_ D Exempt poyee Requester's name-and oddresa (optiono~ I SocialseCllity number . , or Certification Under penal lies of,pe~ury, I certify that: 1. The number shown on this form ismy COfrec1 taxpayer identification number (or I am waiting, for a number to be issued to me), and 2. Lam not.'subjec;rtSl,backupw,ithh6_ldihg'becaLl~e: (a) 1,_amexemptJrom backup \i\lithhSllding,or (b) I have no_t'beel1 notified by the IntElrn,:ll Reven-ue Servic_9 (IFlS)' that I 'a'm subjlOlct to,b~CkUP wittlhold,ing as a re_sult of a failure to report:all interest or 'dividends, or (c) the IRS has notified me that I'am no longer suoject.to backt,Jp withholding, ahd - 3. I am: a U.S. citizen or other U.S.,person ~defjned below). CertIficatIon Instructions. You must cross out.!te.m 2 above if you have been notified by the IRS.tflat you are currentlysub]ect to backup withholding because you have failed to report all interest and:diYidends:on your tax'return, For real estate transactions, item-2doesnotapply. For mortgage interest paid; acquisition orabandonmen1:of secured property, cancellation of debt; contributions to'an'individual retirement arrangement (IRA), andgElnerally, paYrne,nts9ther than interest and divigends, you are not required to sign the Certification, but you must pr()vi.de_y~r COftect T!t;J. Sel:l the instructions on page 4.' . . , . . ., . Sign I Signatureo1 Here u.s. person ~ Dat.-:~ general.lnstructions SeCtion references are to the Internal Revenue COde unless 'otherwise noted. - . . - , .. Purpose of Form Aperson who is r€lguired t6file'3,n irJorri"$,tionJeh.irn.'wjth the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your ccrrec1 TIN to the person requesting it (the requester) and, when applicable, to: 1, C€lrtifYJhat the TINyouare,giving,is;correct (or'you are, waiting for.a number to be issued), 2, Certify that you are not subject to-backup withholding, or 3. Claim exemptioll from backup'withh!=llding .if.you are 3 U.S. exempt payee. ,If applica~lei, you are also. C!3rtlfyidg that as a U.S. person. your allOcable,share of any partnership income froin a U.S, trada or business is not subjectto.thewithholding tax on foreign partners: share of' effectively ,connectecrincome. Note, If a requester gives you a form other than Form W-9::to request your llt>!, you must Use the requester's fcrm if it is substantially similar to tJ1is Form W-9. O9tlnltlon o_t a u.s. person. For faderal tax purposes, you are consider~'da U.S..p~rS9n if iou are:~ -. .. . . . . An i[1~Hvid.ual who is a' U:S: ~itiz~r1or U:S" resident <.\lien, . A partnership, corporation, co,mpany; or,association created ,or organizea in the United 'States or ,under the)iws;of the United States, . An estate (other tha'n a'foreign estate). <::If . A.domest'ic trust (as defined in 'Regulations section 301.7701'7). Spoclal rutesfor partnerships. Partnerships. that con.duct-'3 trade 01' business in the United states are generally required to pay a withholding taxon any fcreign partners' share of'income from such business. Further, in certain cases where a Form W-9 has not been receivoo; a :partnership,is'required to presume'that a partl')er 'is -fl_ foreign persol1; a,nq pay t;h€l "Y.~hhol_ding:t??". Therefore, if you ar,ea U.S. person that is a partner in':a partnership conducting atrade',or business in the Unite'd states, provide Fcr'ri1 W-9'to the-partnership to establish' your U.S, status and avoid withholding. on your,share of partnership income. The person\-'1ho gives FormW~9to the partnership fqr purposes'of'sstablishing its U.S. status'and~avolding withholding onitsall~aJ:>lesh,are'of net income from the,partnership conduCting a"trade, or husiness in t~e'United St',ltes IS' in the follovJihg cases:' . . The U.S. owner of a disregarded entity and not the 'entity, Cat. No. 10231X Form W-Q iRe.... 10-2007) Contract for Goods and Services Less than $25,000, Revised 06/30/2008, Page 5 of 9 ~ " EMERSON_ Process Management Emerson Process Management Electrical Reliability Services, Inc, 4099 SE International Way, Suite 201 Milwaukie, OR 97222 USA T (503) 653 6781 F (503) 659 9733 WoNW.ers.assetweb,com QUOTE May 18, 2009 ers Reference No. 3100976 Martin Stoddard CVO Electrical Systems 1600 SW Western Blvd, Suite 160 Corvallis, OR 97333 Subject: Acceptance Testing - Reeder Gulch Hydroelectric - Switchgear and Control System Electrical Reliability Services, Inc, (ers) is pleased to provide the following quotation. SITE: Reeder Gulch Hydroelectric Power Plant - Ashland, OR SERVICES: Perform specific tests and inspections on the equipment listed below. This work shall be performed with reference to the following plans and specifications: Plans and Specifications Directing this Work CVOE Commissioning Plan - Acceptance Testing Specifications Drawings RGH EOOI-E003 Main Power Elementary 0124D6898 Equipment Scope GE AKD-10 Switchgear, consisting of: . One (1) AK Circuit Breaker, 2000AF/2000AS, 480V, LSG . One (1) Control Power Transformer . Six (6) Voltage Transformers . Six (6) Current Transformers Low Voltage Control Panel Consisting of: . One (1) Beckwith M3420 . One (1) SEL-501 . One (1) SPM21 . One (1) PQM Power Quality Meter . Two (2) Multi-Panel Digital Meter One (1) Synchronous Generator, 845KV A, 480V One (1) Dry Type Transformer, 1000KV A, 12.47KV - 480V COST: $10,050.00 (Firm Fixed Price) ers shall provide all field engineers, test equipment, and specialized tools required to complete the project as discussed in this quotation. Upon completion of the project, ers shall submit a comprehensive final report. The report shall contain an inventory of equipment inspected, test procedures and test equipment used, field data sheets, results and recommendations. CUSTOMER RESPONSIBILITIES: Your company shall perform or provide the following: o Test power@ 208 V, 150 A, or 480 V, 60 A, single phase, within 100 ft. of circuit breaker test area(s). o Latest drawings, specifications, protective device settings, and equipment manuals. o Labor as may be required by union by-laws to pull panel covers or other associated tool work. o Routine torquing of bolted connections, cleaning, continuity tests, insulation resistance tests (meggering), phasing and rotation checks. . PROPOSAL CLARIFICATIONS: o The proposal does not include testing ofthe low voltage control cable. It is more efficient for this work to be provided at the time of installation by the installing contractor. o The proposal pricing does not include the test procedures designated as optional in the specifications. o The proposed testing can be provided beginning June 15"'. Unless otherwise indicated, pricing is based on the premise that work shall be performed during normal workday, on a combination of straight time and over time hours. Your company shall be invoiced for client requested variations in the work scope or schedule, as discussed in this quotation that would increase the cost of the project. These additional charges shall be per our published rate schedule in effect at the time the work is performed. Electrical Reliability Services Terms and Conditions, as attached, shall apply. No other terms and conditions shall apply unless agreed to in writing by ers prior to the commencement of the project. Pricing shall remain valid for ninety days. Electrical Reliability Services would like to thank you for the opportunity to present this quotation. If you find our quotation acceptable, we would appreciate early notice for the scheduling of the field engineers' and test equipment. Should you have any questions regarding this quotation, or require any further information please give us a call at (503) 653-6781. Sincerely, Electrical Reliability Services, Inc. 14 tJy..,J/ David Oswald Sales Engineer DO/ap Enclosure ers Reference No. 3100976 Page 2 Electrical Reliability Services, Inc. Terms and Conditions EleclJical Reliability Services, Inc. is herein referred to as .Service Provider". The person or entity purchasing services or equipment is herein referred to as "Buyer". These terms and conditions, t~e attendant quotation or acknowledgment,. and all documents Incorporated by reference therein, bm~ the co:npany(s} that I.ssues the quotation or acknowledgement for the provision of electrical testing sei"VIcas to be provided hereunder by Electrical Reliability Services (Service Provider), and the Buyer, (Buyer). and constitute the entire agreement (Agreement) between Service Provider and Buyer regarding such provisiOll of services. 1. ORDER ACCEPTANCE: Performance of any services or the supply of equipment ("services") by Service Provider Is expressly conditioned upon the terms and conditions herein. Issuance of an order by Buyer for services or equipment shall consUtute Buyer assent to these terms and conditions and any contrary terms in Buyer's order or otherwise shall not be binding upon Service Provider. 2. PRICES: Prices quoted by Service Provider shall remain in effect for the period stated in Service Provider's written quotation or proposal, or, if none is stated, for ninety (90) days efter the date of the quotation. If Service Provider does not receive an order from Buyer within the effective period, Service Provider may change prices for services to those in effect at the time an order Is received. Prices do not include any sales, use, excise, value added or similar taxes. Taxes shall be the responsibility of Buyer and Service Provider shall indude them on all invoices, absent receipt of an appropriate axemption from Buyer. . 3. TERMS OF PAYMENT; Buyer shall be billed monthly. Service Provider, at its discretion, may require monthly progress payments for servlces requiring more than thirty (3D) days to complete. Payment terms are net thirty (3D) days from date of invoice. Payments not received within thirty (30) days of date of Invoice shall be subJect to a late payment charge of one and one-half percent (1~%) or the maximum rate allowed by law, whichever is lower, and/or Service Provider may suspend performance of services without ~ability to Buyer until payment of any overdue amount is made in full, induding any Interest charge. Service Provider reserves the right to demand different payment terms if Service Provider determines that circumstances warrant such measures. Buyer shall be liable to Service Provider for all ~xpenses relating to the collection of past due amounts. 4. CHANGES: Any changes affecting the Services, or otherwise affecting Ihe scope of work must be accepted by Service Provider and resulting adjustment to price, schedule, or both, mutually agreed In writing. 5. EXCUSE OF PERFORMANCE; Service Provider shall not be liable or responsible for cos~ e>:pense, or damage due to a delay In performance of services or other obligations when such delay is due to causes beyond Service Provide(s reasonable control, including, but not limited to, natural disasters, acts of government, power failure, acts of God, labor disputes, acts or war, Of material or transportation shortage. 6. TERMINATION AND SUSPENSION BY SERVICE PROVIDER: Service Provider may cancel any order or terminate any agreement without liability to Buyer if Buyer fails to meet the conditions specified herein, or if Buyer becomes insolvent or bankrupt. Buyer may cancel orders only upon reasonable advance written notice to Service Provider and upon payment to Service Provider of Service Provider's cancellalioncharge, which Include all costs and expenses incurred by Service Provider in the course of performance under an order or agreement and amounts adequate to cover any commitments made by Service Provider. 7. BUYER RESPONSIBILITIES: Buyer shall provide Service Provider ready access to the site where services are to be performed and adequate workspace and facilities to perform same as provided In these Service Provider terms and conditions. Buyer shall not require Service Provider or its employees, as a condition to site access or otherwise, to further agree ex enter into any agreement, which waives, releases, indemnifies or otherwise limits or expands any rights or obligations whatsoever. Any such agreements shall be null and void. Buyer shall inform Service Provider, in writing, at the lime of order placement, of any known hazardous substance or condition at the sile, Including, but not limited to, the presence of asbestos Of asbestos containing materials, and shall provide Service Provider with any applicable Material Data Safety Sheets regarding same. Buyer shall appoint a representative familiar with the site and the nature of the services to be performed by Service Provider to be present at all times that Service Provider personnel are at the site. Service Provider shall not be liable lor any expenses Incurred by Buyer In removing, repl~cing or .refurbis~ing any Buyer equipment or any part of Buyer's building structure that restricts SelVlce ProVIder access. Buyer personnel shall cooperate with and provide all necessary assistance to Service Provider. Unless otherwise agreed to by Sarvlce Providar, Buyer shall arrange for utility outage, site lighting and power as may be neaded in tha course of Service Provider performance of services_ Service Provider shall not be liable or responsible for any work performed by Buyer. Servlce Provider shall not pertonn any electrical power switching unless specifically requested by Buyer. Notwithstanding Buyer's request, Service Provider mllY refuse to perform power switching, if in the opInion of Service Provider, such action would be unsafe. IN THE EVENT THAT SERVICE PROVIDER PERFORMS POWER SWITCHING, TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD SERVICE PROVIDER HARMLESS FROM ANY AND ALL LIABILITY ACTIONS, SUITS, CLAiMS, DEMANDS, DAMAGES, COSTS, AND EXPENSES ("LOSSES"j ARISING OUT OF OR IN ANY WAY CONNECTED WITH RESULTING FROM SERVICE PROVIDER'S PERFORMANCe OF POWER SWiTCHING, REGARDLESS OF WHETHER THE LOSSES RESULT FROM BUYER'S NEGLIGENCE (WHETHER ACTIVE OR PASSIVE, AND WHETHER SOLE, JOiNT, OR CONCURRENT) OR GROSS NEGLIGENCE, AND EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, STRICT LIABILITY, OR OTHER LEGAL FAULT OF SERVICE PROVIDER. THIS INDEMNITY SHALL APPLY TO ANY ACTS OR OMISSIONS, WILLFUL MISCONDUCT, OR NEGLIGENT CONDUCT, WHETHER ACTIVE OR PASSIVE, ON THE PART OF BUYER. If OSHA or any other federal, state or local govemment, trade association, or contractual regulations or standards require a .safety person. to be on site during the performance of services, or in the event of a trade union jurisdictional dispute where trade union represented personnel are required to assist or stan? .by during the perfonnance of services by Service Provider, Buyer shail be responsible for proVldlngforandpaYlngforanychargeorwagesforsuchperson(s),asapplicable. S. HIR]NG OF EMPLOYEES: Buyer.agrees that during the execution of the Services by Service Provider and for a period of twelve (12) months after performance of the services, 11 will not hire any empIoyee{s) of Service Provider and will not antice or counsal any such employee(s) to leave Service provider's employ. Buyer agrees that this covenant shall extend to its agents and affili~tes. In. the. event that an employee of Service Provider is hired or leaves the employ of SelVlce ~roV1der In such Clrcumstances, the Buyer shall pay Service Provider, as compensatiOfl for the cost Incurred by Service Provider in recruiting and training the employee, the sum equivalent to six (6) months pay for each employee hired from or leaving the employment of Service Provider. 9. GENERAL PROVISIONS; These terms and conditions shall be govemed by and performance construed in accordance with the laws of the State of Missouri. If any section or part of these telms and conditions is or becomes illegal, unenforceable or Invaid, then such part or section shall be struck and shall not affect the remainIng parts or sections. These terms and conditions represent the entire, final and complete agreement between the parties with respect to the subject matter herein and supersede all prior or contemporaneous orai or written communications representations or agreements relating to this subject. Only a writing signed by both parties may modify these terms and conditions. 10. NUCLEAR AND RELATED APPLICATlONS: GOOOS ANO SERVICES SOLD HEREUNDER ARE NOT FOR USE IN ANY NUCLEAR AND RELATED APPLICATIONS. Buyer accepts goods and services wllh the foregoing understanding, agrees to communicate tha same in writing to any subsequent purchasers or user and to defend, indemnify, and hold harmless Service Provider from any claims, losses, suits, judgments and damage, including incidental and consequ entialdamage, arising from such use, whether the cause of action be based in tort contract or otherwIse including allegalions that the Saller's liability is basedonnegligenceorstri~tliability. ' 11, L1M]TED WARRANTY: Service Provider warrants to Bu)'er that the services that it will perform are to be by trained personnel using proper equipment and instrumentation for the particular service. Service Provider warrants that any analysis of data, subsequent recommendations and other services will be In accordance with applicable established indu stry standards and practices. Service Provider shall warrant the proper perforrnance of the services for a period of one (1) ye ar from the completion of the services. Warranties applicable to third party equipment, parts or materials fumished by Service Provider shail be that of the manufacturer of such equipment, parts or materials and only to the extent assignable to Buyer. EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, SERVICE PROVIDER EXTENDS NO WARRANTIES OF ANY KIND FOR THIRD PARTY SERVICES, EQUIPMENT OR MATERIALS AND SERVICE PROVIDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KiND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FiTNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOOOS OR SERVICES. These warranties do not extend to any losses or damages due to misuse, accident, abusa, neglect wear and tear, negligence (other than Service Provider's), unauthorized modifications or alteration, use beyond ratecapacity,orimproperlnstallalion,maintenanca orappli cation. To the extent that Buyer or its agents has supplied specifications, information, representations of operating conditions or other data to Service Provider in the seiection or design of the equipment and the preparation of Sarvice Provider's quotation, and In tha event the actual operating conditions or other conditions differ from those represented by Buyer, and warranties or other provisions contained hereIn ~hlch are affected by such conditions shall be null and void. If within th!rty (30) days alter Buyer's discovery of any warranty defects with In the warranty period, Buyer notifies Servlca Provider thareof in writing, Service Provider shall, at its option, repair, correct or replace F,O.B. point of manufacture, or refund the purchase price for, that portion of the services or equipment found by Service Provider to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional wai:rer of Buyer's claim for such def~ts. Equipment repaired or replaced during the warranty penod sha!1 be covered by. the foregOing warranties fex the remainder of the original warranty period or ninety (90) days from the data of shipment, whichever is longer. 12. INSURANCE: 'Sarvice Provider shall maintain the foliowing Insurance or self-insurance coverage: Worker's Compensation in accordance with the statutory requirements of the state in whIch the work is performed. Employer's Liability with a limit of liability of $1,000,000 per occurrence for bodlly injury by accident or bodily injury by disease. Commercial General LIability (CGL) for bodily injury and property damage with a limit of $1,000,000 per occurrence and aggregate. CGL Includes COntractual Liability. CGL does not include Products and Completed Operations co",:,rage. Automobile L1ablllty insurance that covers usage of all owned, non-owned and leased vehlclas and which is subject to a combined singie limit per occurrence of $1,000,000. AutomobHe L1abiiily insurance includes Contractual Liability and Cross L1abiiity, but no special endorsements. . ~3. .INDEMNITY: Each p~rty shaJllndemnify and hold the other party harmless from loss, damage, liability or expense resulting from damage to property of a third party, or Injuries,.including death, to third parties to the extent caused by a negligent act or omission of the party providing indemnification or a part y's, subcontractors, agents or employees during perfonnance of services hereunder. Such Indemnification shall be reduced 10 the extent attributable to others. The indemnifying party shall defend the other party in accordance with and to the extent of the above In~7mnification, p~vided that the lnde~nifying party is: i) promptly notified by the other party, in ~""ting, ~ any cLalms, demands or SUits for such damages or Injuries: Ii) given all reasonable Information and assistance by the other party; ili) given full control over any resulting negotiation, arbitration or litigation, or the indemnifying party's obligations herein shall be deemed waived. The Indemnificallon obllgalions under this section shall survive the lerminatlon or expiration of an order or contract between the parlies for a period of five (5) years. 14. LIMITATION OF REMEDY AND LIABILITY: SERVICE PROVIDER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNOER SH.A.LL BE LIMITED TO REPAIR CORRECTION, REPLACEMENT OR REFUNO OF PURCHASE PRICE UNOER THE LIMITED WARRANTY CLAUSE IN SECTION 11. IN NO EVENT, REGAROLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL SERVICE PROVIDER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEEO THE PRICE TO BUYER OF THE SERVICES PROVIDED BY SERVICE PROVIDER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BWER AGREES THAT IN NO EVENT SHALL SERVICE PROVIDER'S LIABILITY TO BUYER ANOfOR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM .CONSEQUENTIAL DAMAGES: SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPiTAL ACORQ, CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/ODfYYYY) OS/21/2009 PRODUCER (503)624-0466 FAX (503)624-0846 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Slater & Assoc. Insurance, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P,O, Box 1469 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tualatin, OR 97062-1469 Dee Tudor INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A SAIF Corp INSURER B: Engineered Monitoring Solutions llC INSURER c: 20345 SW Pacific Hwy Suite 104 INSURER D: Sh~rwood, OR 97140 INSURER E: COVERAGES 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 CONOITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. . INSR ~.l:lD' TYPE OF INSURANCE POLlCY NUMBER J'~TLJ~~ij~6g~~~1 b2~~~~~~6~~~y~ LIMITS LTR NSR ~NERAL UABIUTY EACH OCCURRENCE , COMMERCIAL GENERAL LIABILITY P~ISES (E~~~~~ence) , I CLAIMS MADE D OCCUR MED EXP (Anyone person) , PERSONAL & ADV INJURY , GENERAL AGGREGATE , GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG , hi rnPRO- n, POLICY JECT LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT , ANY AUTO (Eaaccidenl) r- r- ALL OWNED AUTOS BODILY INJURY (Per person) $ f- SCHEDULED AUTOS r- HIRED AUTOS BODILY INJURY (Peraccidenl) $ r- NON-OWNED AUTOS f- PROPERTY DAMAGE , (Peraccidenl) RRAGE LIABILITY AUTO ONLY - EA ACCIDENT , ANY AUTO OTHER THAN EA ACC , AUTO ONLY: AGG , pESS I UMBRELLA LIABILITY EACH OCCURRENCE , OCCUR D CLAIMS MADE AGGREGATE $ $ R DEDUCTIBLE , RETENTION $ $ WORKERS COMPENSATION 958900 12/01/2008 12/01/2009 X I T'O~m,WS I IUElt AND EMPLOYERS' LIABILITY V'N ANY PROPRIETOR/PARI NER/EXE~UTIVED --- E.L. EACH ACCIOEN.' $ 1,000,000 A OFFICER/MEMBER EXCLUDED? (Mandatoryln NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 \I yes, describe under 1,000,000 SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN CITY OF ASHLAND NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Attn: Kari Olson IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 90 N Mountain Ave REPRESENTATIVES. Ashland, OR 97520 AUTHORIZED REPRESENTATIVE lJ-u-, TlA.dw , Dee Tudor/OMT A. ACORD 25 (2009101) FAX: 541.488.5320 @1988-2009ACORO CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD CERTIFICA TE OF LIABILITY INSURANCE I DATE (MMlDDfYVYY) TM. OS/20/2009 PRODUCER Phone: 503-365-7001 Fax: 503-365-7354 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION MID VALLEY GENERAL AGENCY LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 4305 RIVER ROAD N ~?!!,~R..;,,!HIS CERTIFICATE DOES ~.?~A",M~~,~;..,~~r;~? .~~ KEIZER OR 97303 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: SCOTTSDALE INSURANCE COMPANY 41297 ENGINEERED MONITORING SOLUTIONS LLC INSURER B: 20345 SW PACIFIC HWY, SUITE 104 INSURER c: SHERWOOD OR 97140 INSURER 0: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE 8EEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VvlTH RESPECT TQWHICH 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. AGGREGATE LIMITS SHQIfo.t.l MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR "'" TYPE OF INSURANCE POLICY NUMBER Pg~~~~gg~ ~~i: ~:O=N LIMITS '" ItlSR ~NERAL LlABILlTY CLS1296015 12/03/08 12/03/09 EACH OCCURRENCE . 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED . 100,000 PREMISES\Eal>CQ,l(encej - o CLAIMS MADE[!] OCCUR MED. EX? (Anyone person) . 5,000 A - PERSONAL & ADV INJURY . 1,000,000 - GENERAL AGGREGATE . 2,000,000 ~'L AGGREn L~~6. APPn:ER: PRODUCTS-COMP!OP AGG. S 2,000,000 POLICY JECT LOC ~OMOBILE LIABILITY COMBINED SINGLE LIMIT (Eaaccident) . I- ANY AUTO I- ALL OWNED AUTOS BODfL Y INJURY (Per person} . I- SCHEDULED AUTOS I- HIRED AUTOS BODILY INJURY . NON-OWNED AUTOS (Peraccidenl) l- I-- PROPERTY DAMAGE . (Per accident) RGE UABILITY AUTO ONLY. EAACCIDENT . ANY AUTO OTHER THAN EAACC . AUTO ONLY: AGG . OESS I UMBRELLA LIABILITY EACH OCCURRENCE . OCCUR 0 CLAIMS MADE AGGREGATE . . R DEDUCTIBLE S RETENTION $ . WORKERS COMPENSATION AND I~R~T~~~s I I OTHER EMPLOYERS' LIABILITY AtlY PROPRlETORIPARTNERlEXECUTlVE E.L. EACH ACCIDENT . OFFlCERlMEMBER EXClUOEO? E.L. DISEASE-EA EMPLOYEE . Ilye.,dncribeundlr E.L. DISEASE.POLlCY LIMIT . SPEClALPROVlSIONSbelow OTHER: DESCRIPTION OF OPERATlDNS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS CITY OF ASHLAND IS INCLUDED AS ADDITIONAL INSURED PER CG2010(7/04) CERTIFICATE HOLDER CANCELLATION CITY OF ASHLAND SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 90 N MOUNTAIN AVE EXPIRATION DATE THEREOF, THE ISSUING INSURER VvlLL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT, BUT FAILURE TO ASHLAND, OR 97520 DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, IT'S AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE MID VALLEY GENERAL AGENCY W" Ua", LLC "-c. ~ Attention: KARl OLSON Herman R Deiss ACORD 25 (2001/08) Certificate # 41385 . @ACORDCORPORATlON1988' POLICY NUMBER: CLS1296015 ENGINEERED MONITORING SOLUTIONS LLC COMMERCIAL GENERAL LIABILITY CG 20 100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations CITY OF ASHLAND 90 N MOUNTAIN AVE ASHLAND, OR 97520 POLICY PERIOD: 12-03-2008 TO 12-03-2009 Information reouired to comolete this Schedule, if not shown above, wiil be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. CG 20 10 07 04 B. With respect to the insurance afforded to these additional insureds, the following additional exciu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. @ ISO Properties, Inc., 2004 o Page 1 of 1 ~~, CITY OF ASHLAND 20 E MAIN ST. ASHLAND, OR 97520 (541) 488-5300 Page 1/1 CITY RECO~9~~~E ,~.;)::;; , ":,'p.o'NuMsER' "1 6/3/2009 08955 VENDOR: 014197 ELECTRICAL RELIABILITY SERVICE, EMERSON f 4099 SE INTERNATIONAL WAY SUITE 201 MILWAUKIE, OR 97222 SHIP TO: Ashland Electric Department . (541) 488-5354 gO N MOUNTAIN ASHLAND, OR 97520 FOB Point: Terms: Net Req. Del. Date: Speciallnst: Req. No.: Dept.: ELECTRIC Contact: Scott Johnson Confirming? No ~1Q'uWntitvfgB ~~U;'itY:l rl~~':~;;[~::~2:;~)2~o:~::~_~SDi;;~~0;=~~]i5e5c'rrDtion~;;;::~t:,~T~X:,;:.t:.~~~~.~~~\I',c~'~:~;~;;;~'~~:~};'7 ES{fUnitjP.lice~l...' ~IL~~!Ext: ~'Pe'fi2e{':-<~'== Acceptance Testing - Reeder Gulch Hydroelectric Switchgear and Control System - Per Commissioning Plan (May 2009) prepared by CVO Electrical Systems. Compensation: $10,050.00 (Firm fixed price) per proposal dated May 18, 2009. Contract for Work, Date of agreement: 05/20/2009, Beginning date: 06/01/2009, Completion date: 06/30/2009, Insurance requiredlOn file 10,050.00 BILL TO: Account Payable 20 EAST MAIN ST 541-552-2028 ASHLAND, OR 97520 SUBTOTAL TAX FREIGHT TOTAL 10 050.00 0.00 0.00 10,050.00 ~:.ijgc:counf'NumberJ<J:~' -'.; ~::TIRfOjeci1N'iJmber .'iJu ~a~::::Amounfd~:r ;.; L.~, Ac-c'o-urit:_N_~-m_berJ:~E ~'~';?~l/j:froject!NUiilB_er .:'<~~1~1 t;:~.i~'~~Am'ount ,I\;)b;~~ E 690. 1 1 1 5.00.60240 E 0001 32.999 1 0 050.00 . .d2r;Z.J. ~ ~f6loq, Authori Signature f VENDOR COPY I FORM #~O I CONTRACT APPROVAL REQUEST FORM CITY Of ASHLAND Total Amount Contractor{COnsultan~~ d~-( t? d c.P t'(: 11.?J t {( 'f j' SLrV' Co ~\fiH>' .-, , E0't<.VY<;<ir- 'brt?-t!1.4? 0't~~~$ ~r attached contract (j - ?F'-CJ M 61FiJ <1 e:? ~ . ' PUBLIC CONTRACTING REQUIREMENTS - Solicitation Process ,~:-"- - _n "'--"-r- ~o /' ': ~ - "'-; ,_ . I #--cJ ' CJ 5:" C/o ., I ., D Exempt from Competitive Biddina D Invitation to 8id (Copies on file) D Emeraencv Reason for exemption: D Written findings 'attached D Quote or Proposal attached D Small Procurement & Personal Services D Reauest for Prooosal (Copies on file) Coooerative Procurement Less than $5,000 Please check one: D State of Oregon Note: Total contract amount, including any . D Goods & Services Contract # amendmentsJ)Jay,not exceed $6,000 D Personal Services D State of Washington Intermediat~ D Sole Source Contract # ( GOODS & SERVICES D Written findings attached D Other government agency contract ~5 ono to ~75 000 D Quote or Proposal attached Agency WAlle es Contract # PERSONAL SERVICES D Soecial Procurement D Interagency Contract $5,000 to $50,000 D Written findings attached Agency D (3) Written Proposals D Quote or Proposal altached Contract # Have all public contracting requirements been satisfied? YES v NO. Have funds been budgeted for the purpose of this contract? If "NO", City Council approval is required. City Council approval was received on ~. (Date) YES NO If "NO", City Council approval is required. City Council approval was received on (Date) Please provide: Account Numbe~ !!t!, (1_ -(?- t:Je?- r?_CJ J3. ~c:r-o ~ YES NO *~cfJ cf. '-- 'fe' ( (/YoL ~..~ r:!-S (Date) "~ ~'-'--c i::2 f? pY'v v ~'7 ;::"u-1 "'-' ~ (Date) Is the amount of the contract less than $25,000? If "NO", Legal review is required. Contract was "Approved asto form" by the Legal Department on Is the amount of the contract less than $75,000 for Goods & Services or $50,000 for Personal Services? YES ~. NO If "NO", City Council approval is required. City Council approval was received on . ~ Is the contract for a period of 24.months or less? YES NO If "NO", City Council approval is required. City Council approval was received on (Date) Please provide terms: Start date: Completion date: Can the contract be terminated for convenience thirty (30) or fewer days ~ following delivery of written notice to the contractor? YES NO , If "NO", City Council approval is required. City Council approval was received on Prepared by: ~~/"m~se~.{ cf2~e-~ '. /CC?< ~ . L; Tuneberg .- Date: C c:;- - -;?-CJ -&J q Date: ~ .4--~ / Form #10 - Contract Approval Request Form, Page 1 of 1, 5120~9 ' / (Date) Not Approved Department: A request for a Purchase Order REQUISITION FORM CITY OF ASHLAND Date of Request: 05-19-2009 THIS REQUEST IS A: o Change Order(existing PO # Required Date of DeliverylService: Vendor Name Address City, State, Zip Telephone Number Fax Number 'Contact Name f=mpr~on Prnr.p~~ M::m::lgpmpnt 40!'l!'l S F Intf!rnRtionRI WRY Suitf! ?01 Milwaukie Oregon 97222 503-653-6781 Fax 503-659-9733 David Oswald SOLICITATION PROCESS Small Procurement 0 Sole Source 0 Invitation to 8id 0 Less than $5,000 0 Written tindings attached (Copies on tile) o Quotes (Not required) Coooerative Procurement 0 Reauest for Proposal o State of ORIWA contract (Copies on file) Intermediate Procurement o Olher government agency conlract 0 Soecialf Exemot . [g] (3) Written Quotes 0 Copy of contract attached '0 Written findings attached (Copies attached) 0 Emeraencv o . Contract # 0 Written findings attached Description of SERVICES Total Cost r-- I 1:8] Per attached PROPOSAL Control System Acceptance Testing-Electric Hydroelectric Switchgear and I 'l$' ,1QiQSO,O!!i . Item # Quantity Unit Description of MATERIALS Unit Price Total Cost ,. - --'iI ~- ~ 0 Per attached QUOTE I ''TOTAI!:COST. ~ l ""~ ... Project Number EOO0132.999 L$L "., "-co: . Account Number 690.11.15.00.602400 . Items and services must be charged to the appropriate account numbers for the financials to reflectthe actuat expenditures accuralely. By signing this requisition form, I certify that the information provided above meets the City of Ashland public contracting requirements, and the documentation can be provided upon ?fest. . Employee Signature: _ J:....zz:; \~ SupervisorlDept. Head Signature: - G: Financ:e\Procedure\AP\Forms\8_Requisition form revised.doc Updated on: 5/1912009 CITY OF ASHLAND Memo DATE: TO: FROM: RE: May 18, 2009 Lee Tuneberg Scott Johnson of Electric Utilities Testing of New Switch Gear and Control System The City of Ashland's Electric Department has completed the installation of a New Switch Gear and a Control System. The new system will now p.eed to be tested for proper acceptance and maintenance. A break down of the testing is as follows: 1. Low voltage Switchgear Assembly Test 2. Low voltage Power Circuit Breaker Test 3. Low voltage Power Cable Test 4. Instrument Transformer Test 5. Protective Relay Test 6. Dry Type Transformer Test 7. Rotating Machinery, Synchronous Generator Test 8, DC Battery and Battery Charger Test We have received three quotes to do the testing and based on Engineer recommendations we would like to award the testing to Emerson Process Manll""m"nt AS.-e- 17 ~ ~ 6?0-CJ(-CJ5( ~~~~~ (!) ~ . "3~ - ~ 1 Eleclric Depl 90 N Mountain Sl Ashland, Oregon 97520 www.ashland.or.us Tel: 541488-5357 Fax: 541-552 2436 TTY: 800-735-2900 r~'