HomeMy WebLinkAboutSAIC Energy, Environment & Infrastructure, LLC 2012-05-04 .. : ,
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 4th day of Mav, 2012 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and SAIC Energy,
Environment & Infrastructure, LLC, a limited liability company organized and in good standing
under the laws of the state of Delaware, hereinafter referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to the development of an engineering model of
the electric system.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within 90 days from receipt of the Notice to Proceed. Consultant shall
complete the work to the City's reasonable satisfaction; even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Comoensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $14,200. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
Consultant to perform the Scope of Work as set forth in the attached Attachment B,
Sid-ProfSvcsAgrmmen4 Novembtt 2Q 3006
PAGE 1 OF%
� which shall include all indirect costs and expenses of every kind or nature, except direct
expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment B. Consultant shall complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Chanqes. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
4.5 Standard of Care. Consultant will perform services under this Agreement with the
degree of skill and diligence normally practiced by professional engineers or consultants
performing the same or similar services. No other warranty or guarantee, expressed or
implied, is made with respect to the services furnished under this Agreement and ali
implied warrantied are disclaimed.
4.6 Reperformance of Services. If City believes any of the services provided under this
Agreement do not comply with the terms of this Agreement, City shall promptly notify
Consultant to permit Consultant an opportunity to investigate upon forming that belief. If
the services do not meet the applicable standard of care, it will promptly re-perform the
services at no additional cost to City, including assisting the City in selecting remedial
actions. If City fails to provide Consultant with prompt notice of non-compliance and an
opportunity to investigate and re-perform its services, ConsultanYs total obligation to City
will be limited to the costs Consultant would have incurred to re-perform the services.
4.7 Indemnity. To the extent permitted by law, Consultant agrees to indemnify, defend and
hold harmless City and its directors, officers, and employees from and against any
liability including without limitation, reasonable costs and attorney's fees) incurred by City
to the extent caused by ConsultanYs negligent acts, errors or omissions, including
judgments in favor of any party. The parties agree that Consultant is not responsible for
and shall have no contractual or legai liability for the acts, errors or omissions of the City,
the City's other contractors or subconsultants under contract with City, members of the
general public or other third parties not under contract with Consuitant.
No employee of Consultant shall have individual liability to City for acts or omissions
performed within the scope of their employment by Consultant.
S�d-ProfSvcsAgreemenF November 20,2008
PAGE?OFS
In no event shall a Consultant be liable to City for any punitive, consequential, indirect or
special damages, except to the extent such claims are made against the City by a third
party, where the Consultant is obligated to indemnify and defend the City against such
third party claim.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obiigation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the full period of time allowed by law, surviving the termination of this Agreement
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its performance under this Agreement.
S�d—NrofSvcsAgrecment-November 20,2008
PAGE30F8
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Empioyers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultanYs
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the
general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of$1,000,000 per accident.
4. Errors and Omissions liabilitv: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
S�d-ProlSvcsAgreemenl-November?0,2008
PAGE40F8
1. General Liabilitv and Automobile Liabilitv Coveracaes
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant for the full period of time allowed by
law, surviving the termination of this Agreement. The coverage
shall contain no special limitations on the scope-of-protection
afforded to the City, its officers, officials, employees or volunteers.
b. The ConsultanYs insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanYs insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The ConsultanYs insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Emplovers Liabilitv Coveraae
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement.
3. Professional Liabilitv Coveraae
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from ------
to ------------.
4. All Coverapes
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
E. Acceqtabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
S�d-ProfSvcsAgreemeno-November 20,2008
PAGE 5 OF 8
F. Verification of Coverape
Consultant shall furnish the City with Certificates of Insurance and with originai
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used;
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consuitant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, but this indemnity does not apply to Iiability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence, willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of ConsultanYs services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
Std-ProlSvcsAgrttment-November 20,2008
PAGE60F8
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
Consultant is granted an unrestricted license to retain copies and use all Work Products.
Consultant shall retain ownership of its intellectual property, including the procedures,
processes, internai resources, tools and other means used by Consultant to prepare the
Work Products. Further, if City releases the Work Products to a third party without
Consultant's prior written consent, or changes or uses the Work Products other than is
intended hereunder, City does so at its sole risk and discretion and Consultant shall as
not is be liable for any claims or damages resulting from or connected with the release or
any third party's use of the Work Products.
7.2 Governinp Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Aareement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severabilitv. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assictnment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitabie compensation for any work satisfactorily completed
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of ConsultanYs breach of contract.
Std—ProfSVmAgreement-NOVember 20,2W8
PAGE]OE8
7.9 Duplicate Oriainals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH SAIC Energy, Environment & Infrastructure, LLC
DEPT. OF ELECTRIC UTILITY KEITH MULLEN, P.E.
300 SEMINARY AVENUE 131 SAUNDERSVILLE ROAD, SUITE 300
UKIAH, CALIFORNIA 95482-5400 HENDERSONVILLE, TENNESSEE 37075
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
���/ �
BY: GJ�uo� Mav 4. 2012
Date
PRINT NAME: Ken Aldridae
20-1659855
IRS IDN Number
CITY OF UKIAH
BY: r�,.� �/?��°'�� 9 // /7�
Chambers, City Manager Date
A ST
____.__ 7 // / Z
Lin , i erk Date
Sid—F'o�SvwAgreemen4 Navember 20,2008
PAGESOFB
, , `
_ � Attachment"A"
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (Agreement) is dated March 3, 2011, by
and between SAIC Energy, Environment & Infrastructure,LLC (Consultant or SEE&I),with
offices at 131 Saundersville Road, Suite 300, Hendersonville, "IN 37075 and City of Ukiah
(Client), with offices at 411 West Clay Street, Ukiah, CA 95482, collectively the "Parties" and
each a"Party".
NOW, THEREFORE in consideration of the promises herein and for other good and valuable
consideration,the Parties agree as follows:
1. Scope of Services: Consultant and Client agree Consultant will perform the Engineering
Model Development (the Model) as described in the Scope of Services attached as
Exhibit A in accordance with the schedule set forth therein. Exhibit A also includes the
Scope for optional tasks.
2. Independent Contractor: Consultant is an independent contractor and is not an
employee of Client. Services performed by Consultant under this Agreement are solely
for the benefit of Client. Nothing contained in this Agreement creates any duties on the
part of Consultant toward any person not a party to this Agreement.
3. Standard of Care: Consultant will perform services under this Agreement with the
degree of skill and diligence normally practiced by professional engineers or consultants
performing the same or similar services. No other warranty or guarantee, expressed or
implied, is made with respect to the services furnished under this Agreement and all
implied warranties are disclaimed.
4. Changes/Amendments: This Agreement and its e�ibits constitute the entire agreement
between the Parties and together with its exhibits supersede any prior written or oral
agreements. This Agreement may not be changed except by written amendment signed
by the Parties. The estimate of the level of effort, schedule and payment required to
complete the Scope of Services, as Consultant understands it, is reflected herein.
Services not expressly set forth in this Agreement or its exhibits are excluded.
Consultant shall promptly notify Client if changes to the Scope of Services affect the
schedule, level of effort or payment to Consultant and the schedule and payment shall be
equitably adjusted. If Consultant is delayed in performing its services due to an event
beyond its control, including but not limited to fire, flood, earthquake, explosion, strike,
transportation or equipment delays, act of waz, or act of God, then the schedule or
payment under the Agreement shall be equitably adjusted, if necessary, to compensate
Consultant for any additional costs due to the delay.
�^%`�
From Science to Solutions
PSA UKIAH MODEL DEVELOPMENT Page 1
� PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment & Infrastructure, LLC and City of Ukiah
5. Fee for Services: The fee for the services under this Agreement will be based on the
actual hours of services fumished multiplied by Consultant's Billing Rates as of the date
of its monthly invoice plus all reasonable expenses directly related to the services
furnished under this Agreement.
Client and Consultant acknowledge that the Scope of Services outlined in this Agreement
as Tasks 1-3 cannot be accurately defined and on this basis, the approximate amount to
be paid by Client for services and expenses hereunder is estimated to be Eight Thousand,
Five Hundred Dollars($8,500).
The following optional tasks are defined in Exhibit A. The Client shal] apply initials in
the table below for each optional task authorized. Selection of Tasks 5, 6, or 7 will also
require selection of Task 4.
Task Service Fee Initials
Task 4 Kick-Off/Calibration Meeting(Optional) $6,800
Task 5 Analysis of Existing Distribution System(Optional)��� $4,800
Task 6 Short Circuit and Coordination Study(Optional)��� $8,900
Task 7 Arc Flash Study(Optional)��� $9,700
Task 8 On-Site Training(Optional) $12,300
Note: (1) Requires optional Task 4
6. Payment: Client shall pay Consultant for services furnished under this Agreement upon
submission of monthly invoices in an amount equal to actual hours of services fumished
multiplied by ConsultanYs current billing rates [attached as Exhibit B]. Additionally, the
Client shall reimburse Consultant monthly for reasonable expenses at cost and at cost
plus 10% for the services of any Subconsultant.
Client shall pay Consultant in U.S. dollars within thirty (30) days of receipt of invoices
less any disputed amounts. If Client disputes any portion of the invoice, the undisputed
portion will be paid and Consultant will be notified in writing, within ten (10) days of
receipt of the invoice of the exceptions taken. Consultant and Client will attempt to
resolve the payment dispute within sixty (60) days or the matter may be submitted to
arbitration as provided below. Additional charges for interest shall bewme due and
payab]e at a rate of one and one-half percent (1-1/2%) per month (or the maximum
percentage allowed by law, whichever is lower) on the unpaid, undisputed invoiced
amounts. Any interest charges due from Client on past due invoices are outside any
amounts otherwise due under this Agreement. If Client fails to pay undisputed invoiced
amounts within sixty (60) days after delivery of invoice, Consultant, at its sole discretion,
may suspend services hereunder or may initiate collections proceedings, including
mandatory binding arbitration, without incurring any liability or waiving any right
established hereunder or by law.
PSA UKIAH MO�EL DEVELOPMENT MARCH 3,2011 Page 2
� PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment & Infrastructure, LLC and City of Ukiah
7. Indemnity: To the extent permitted by law, Consultant agrees to indemnify, defend and
hold harmless Client and its directors, officers, shareholders and employees from and
against any liability (including without limitation, reasonable costs and attorneys' fees)
incurred by Client to the extent caused by Consultant's negligent acts, errors or
omissions, including judgments in favor of any third party.
To the extent permitted by law, Client agrees to indemnify, defend and hold harmless
Consultant and its directors, officers, shareholders, employees and subconsultants from
and against any liability (including, without limitation, reasonable costs and attorney's
fees) incurred by Consultant to the extent caused by ClienYs negligent acts, errors or
omissions, including judgments in favor of any third party.
Each Party (the First Party) specifically and expressly waives its immunity under
applicable worker's compensation and industrial insurance laws regarding liability
against the other Party (the Second Party) for actions brought by any of the First Party's
employees against the Second Pariy, to the extent the liability is caused by the First
Party's negligent acts, errors or omissions.
8. Reperformance of Services: If Client believes any of the services provided under this
Agreement do not comply with the terms of this Agreement, Client shall promptly notify
Consultant to permit Consultant an opportunity to investigate. If the services do not meet
the applicable standard of care, it will promptly reperform the services at no additional
cost to Client, including assisting Client in selecting remedial actions. If Client fails to
provide Consultant with prompt notice of non-compliance and an opportunity to
investigate and reperform its services, Consultant's total obligation to Client will be
limited to the costs Consultant would have incurred to reperform the services.
9. Section Intentionally Left Blank.
10. Insurance: Consultant shall maintain insurance with the following required coverages
and limits and upon request,will provide a Memorandum of Insurance to Client:
Worker's Compensation Statutory
Employer's Liability U.S. $1,000,000
Commercial General Liability U.S. $1,000,000 per occurrence
U.S. $1,000,000 aggregate
Commercial Auto Liability U.S. $1,000,000 combined single limit
Professional Liability U.S. $1,000,000 per claim and in the aggregate
11. Work Product: Client shall have the unrestricted right to use the documents, analyses
and other data prepared by Consultant under this Agreement (Work Products); provided,
however Client shall not rely on or use the Work Products for any purpose other than the
purposes under this Agreement and the Work Products shall not be changed without the
prior written approval of Consultant. If Client releases the Work Products to a third party
without ConsultanYs prior written consent, or changes or uses the Work Products other
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 3
PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment& Infrastructure, LLC and City of Ukiah
than as intended hereunder, (a) Client does so at its sole risk and discretion, (b)
Consultant shall not be liable for any claims or damages resulting from the change or use
or connected with the release or any third party's use of the Work Products and(c) Client
shall indemnify, defend and hold Consultant harmless from any and all claims or
damages related to the release, change or third party use.
12. Limitation of Liability: No employee of Consultant shall have individual liability to
Client. To the extent permitted by law, the total aggregate liability of Consultant, its
officers, directors, shareholders, employees and subconsultants for any and all claims
arising out of this Agreement, including attorneys' fees, and whether caused by
negligence, errors, omissions, strict liability, breach of contract or contribution, or
indemnity claims based on third pariy claims, shall not exceed the revenue received by
Consultant under this Agreement or one hundred fifty thousand dollars (U.S.
$150,000.00),whichever is greater.
13. No Consequential Damages In no event and under no circumstances shall Consultant
be liable to Client for any principal, interest, loss of anticipated revenues, earnings,
profits, increased expense of operation or constnxction, loss by reason of shutdown or
non-operation due to late completion ar otherwise or for any other economic,
consequential, indirect or special damages.
14. Information Provided by Others: Client shall provide to Consultant in a timely manner
any information Consultant indicates is needed to perform the services hereunder.
Consultant may rely on the accuracy of information provided by Client and its
representatives.
15. Opinions of Cost: Consultant does not control the cost of labor, materials, equipment or
services furnished by others, nor does it control pricing factors used by others to
accommodate inflation, competitive bidding or market conditions. Consultant estimates
of operation expenses or construction costs represent its best judgment as an experienced
and qualified professional and are not a guarantee of cost. This section does not apply to
the cost of Consultant performing the Scope of Services.
16. Safety and Security: Consultant has established and maintains programs and procedures
for the safety of its employees. Consultant specifically disclaims any authority or
responsibility for job site safety and safety of persons other than ConsultanYs employees.
Consultant shall not provide any such services and disclaims any responsibility under this
Agreement related to site security ar the assessment, evaluation, review, testing,
maintenance, operation or safety practices or procedures related to security.
17. Section Intentionally Left Blank.
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 4
' PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment& Infrastructure, LLC and City of Ukiah
18. Termination: Any Party may terminate this Agreement upon thirty (30) days prior
written notice to the other Party(s). Client shall pay Consultant for all services rendered
to the date of termination plus reasonable expenses for winding down the services. If any
Party defaults in its obligations hereunder, the non-defaulting Party(s), after giving seven
(7) days written notice of its intention to terminate or suspend performance under this
Agreement, may, if cure of the default is not commenced and diligently continued,
terminate this Agreement or suspend performance under this Agreement.
19. Dispute Resolution: The Parties shall attempt to resolve conflicts or disputes under this
Agreement in a fair and reasonable manner and agree that if resolution cannot be made to
attempt to mediate the conflict by a professional mediator (except for payment disputes
which may be submitted directly to arbitration). If inediation does not settle any dispute
or action which arises under this Agreement or which relates in any way to this
Agreement or the subject matter of this Agreement within ninety (90) days after either
requests mediation, the dispute or conflict shall be subject to arbitration in English under
the Construction Industry Arbitration Rules as promulgated by the American Arbitration
Association and arbitrability shall be subject to the Federal Arbitration Act.
20. Section Intentionally Left Blank.
21. Litigation Expenses: Client will be responsible for payment of all expenses and costs
associated with ConsultanYs compliance with a subpoena or Client request to produce
documents, data or testimony relating to any proceeding relating to any information
pertaining to ClienYs project or to the work Consultant performed for Client, excluding
any litigation or proceeding between Client and Consultant. These costs will include
hourly charges for persons involved in responding to a subpoena or Client request, travel
and reproduction expenses, advice and participation of counsel in responding to a
subpoena and other request and other reasonable expenses. Consultant will endeavor to
confer with Client prior to responding to any subpoena or request covered by this
paragraph.
22. Non Exclusivity of Services: Consultant may perform for other clients similar or
identical services to those services contemplated under this Agreement, subject to
applicable confidentiality and ethical obligations of Consultant. In the event Client
desires any level of exclusivity or other limitations on ConsultanYs services to its other
clients, Client and Consultant shall confer regarding the scope of requested exclusivity or
other limitations and the additional compensation to be paid to Consultant for the
requested exclusivity or other limitations on providing services to other clients. Any
agreed exclusivity or other limitations on providing similar or identical services shall be
confirmed in writing signed by the Parties and shall expressly state such provision shall
supersede this Section 22. No fiduciary or agency obligations shall be created as a result
of any exclusivity obligations or other limitations on ConsultanYs services to other
clients.
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 5
� PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment & Infrastructure, LLC and City of Ukiah
23. Miscellaneous:
a. This Agreement is binding upon and will inure to the benefit of the Parties and
their respective successors and assigns. No Party may assign its rights or
obligations hereunder without the prior written consent of the other Party(s).
b. Any notice required or permitted by this Agreement to be given shail be deemed
to have been duly given if in writing and delivered personally or five (5) days
after mailing by first-class, registered, or certified mail, rehun receipt requested,
postage prepaid and addressed as follows:
Client: CityofUkiah
Attention: Jim Bauer, P.E.
Electrical Distribution Engineer
Address: 411 W. Clay Sh'eet
Ukiah, CA 95482
Consultant: SAIC Energy, Environment& Infrastructure, LLC
Attention: Trishia Swayne
Address: 131 Saundersville Road, Suite 300
Hendersonville, TN 37075
With a copy to:
Legal Department(which will not be considered notice)
SAIC Energy, Environment&Infrastruchu-e, LLC
9400 N. Broadway, Suite 300
Oklahoma City, OK 73114
c. The Parties expressly agree that all provisions of the Agreement, including the
clause liiniting the liability of Consultant, were mutually negotiated and that but
for the inclusion of the limitation of liability clause in the Agreement,
ConsultanYs compensation for services would otherwise be greater and/or
Consultant would not have entered into the Agreement.
d. If any provision of this Agreement is invalid or unenforceable, the remainder of
this Agreement shall continue in full force and effect and the provision declared
invalid or unenforceable shall continue as to other circumstances.
e. This Agreement shall be govemed by, and construed in accordance with, the laws
of the State of Oklahoma.
f. In any action to enforce or interpret this Agreement, the prevailing pariy shall be
entitled to recover, as part of its judgment, reasonable attorneys' fees and costs
from the other party.
g. This Agreement shall not be construed against Consultant only on the basis that
Consultant drafted the Agreement.
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 6
PROFESSIONAL SERVICES AGREEMENT
Between SAIC Energy, Environment& infrastructure, LLC and City of Ukiah
h. Notwithstanding any statute to the contrary, the Parties agree that any action to
enforce or interpret this Agreement shall be initiated within two (2)years from the
time the Party knew or should have known of the fact giving rise to its action, and
shall not in any case be initiated later than six (6) years afrer Consultant completes
its Scope of Services under this Agreement.
i. This Agreement may be executed in multiple counterparts, each of which shall be
deemed to be an original instrument, but all of which taken together shall
constitute one inshluiient.
IN WITNESS WHEREOF, the Parties have signed this Agreement the date first written above.
THE CITY OF UHIAH
(Client authorizes by initialing those optional tasks listed in Paragraph 5 of this Agreement.)
Signature
Name
Title
SAIC ENERGY,ENVIRONMENT & INFRASTRUCTURE,LLC
Signature
/'""" �G�v.C��-�
Name Keith Mullen
Title Managing Director T&D Planning
Exhibit A—Scope of Services and Schedule
Exhibit B —Billing Rates
PSA UKIAH MO�EL DEVELOPMENT MARCH 3,2011 Page 7
� EXHIBIT A
To Agreement between SAIC Energy, Environment & Infrastructure, LLC
And City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
SAIC Energy, Environment& Infrastructure, LLC (Consultant or SEE&I) will work closely with
the City of iJkiah (Client or City) staff to complete the requested Engineering Model
Development (the Model). This section defines the Scope of Services proposed by SEE&I based
on our experience-based approach, utilizing the City's existing maps to develop an engineering
model that can be relied upon by the City to anatyze the performance and capability of the
distribution system for making critical decisions. In addition, this section includes the Scope for
the following optional tasks:
■ Calibrate the developed engineering model of the distribution system and perform load
allocation of the most recent system peak to resolve any warnings or errors or connectivity
issues in the model. This task includes an on-site kick-off ineeting.
■ Identify existing system deficiencies, including equipment loading,phase-imbalance,
electrical losses, voltage-drop,power factor conection, conductor loading, and reliability.
■ Prepare a short circuit and protective device coordination study of the existing system to
address nuisance and simultaneous device tripping issues to improve system sectionalizing,
reliability, and coordination of protective devices.
■ Perform an Arc Flash Shtdy to calculate arc hazard levels on the distribution system using
the engineering model.
■ Provide on-site training on the WindMil� software used to develop the engineering model to
the Ciry to maintain the engineering model and utilize the software for system planning and
daily operations.
Scope of Services
The proposed approach envisions the following detailed tasks for the preparation of the
Engineering Model Development for the City. Upon receipt of authorization from the City,
SEE&I will complete the tasks proposed herein.
Task 1: Data Collection
In order to prepare for the Model development task, the City will provide SEE&I copies of
relevant data pertaining to the Electric System, including:
■ Electronic copies of circuit diagrams showing line conductors and sizes; phasing; distribution
transformer, regulator, and capacitor locations and specifications; and protection device
locations and types
�� �T
��m Ci
�/�1/`m
From Science to Salutions
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 1
' EXHIBIT A
To Agreement between SAIC Energy, Environment & Infrastructure, LLC and
City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
■ To the extent the circuit diagrams are not up to date or do not contain the required data,the
City and SEE&I will develop an approach to obtain the data from the field; if the agreed
approach requires resources from SEE&I, the City and SEE&I will agree on the scope and
cost of this additional task and it will be performed as Additional Services
■ Copies of circuit diagrams and feeder maps,marked to show the location of existing lazge
power and special load customers
■ Results of any recent field investigations concerning voltage, current and phase balance, and
information on power factor of the systein and distinct areas of the system
■ Historical peak kW and kVAR demands at each substation and feeder for the past five years
■ Copies of existing planning criteria and reliabiliry standards
■ Substation configuration of transformers and circuit breakers with capacity ratings
■ Information on available fault current from the interconnection with the power supplier
■ Information related to size, type, and settings of system protective devices
■ Any other pertinent data related to the services to be performed by SEE&I
Task 2: Preparation of Distribution System Model
SEE&I will prepare computer engineering model of the 12-kV distribution system. The
distribution model will be developed in Milsoft Utility Solutions, Inc.'s WindMil� sofrware.
It will consist of a series of sections representing the distribution backbone and taps for each
circuit, and the location of electric equipment such as transformers, capacitors, regulators,
switches, fuses, and reclosers.
All circuit elements and connectivity will be based on the existing circuit diagrams and any
additional information provided by the City. The existing circuit can be delivered in any of the
following electronic fonnats.
■ ArcView Shape (.shp) ■ TIFF (.tifj
■ AutoCAD DWG (.dwg) ■ JPG(.jpg)
■ AutoCAD DXF (.dJCfl ■ Windows Bitmap (.bmp)
■ MicroStation DGN(.dgn)
For the distribution system model, the circuit diagrams provided by the City will be used as a
background in the engineering model. As a result, the engineering model will be digitized on top
of the circuit diagrams, and resemble the distribution system geographically. A transformer
element will be included in the model for Load allocation purposes and fault current calculations.
Note: SEE&I can negotiate the purchase of the WindMil� software from Milsoft Utiliry
Solutions, Inc. on the City's beha f however, the cost of the software is not included in the
project budget.
0130861PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 2
EXHIBIT A
To Agreement between SAIC Energy, Environment& Infrastructure, LLC and
City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
Task 3: Delivery of the Final Engineering Model
SEE&I will provide the City's staff with the final 12-kV distribution model on a CD.
Optional Tasks
Optional Task 4: Kick-OfflModel Calibration Meeting (Meeting No. 1)
SEE&I will meet on-site with the City to conduct a two-day meeting to:
■ Kick-off the optional analysis tasks
■ Calibrate the new disiribution system model
The kick-off ineeting and model calibration are essential to the preparation of the system analysis
included in Task 5 —Task 7. The two-day meeting will be included if any, or all, of the optional
analysis tasks are selected by the City.
The kick-off ineeting provides an opportunity for the Ciry and SEE&I to discuss the overall
project tasks, deliverables, schedule, and responsibilities of both parties. In addition, any
supplementary system data required for the analysis will be requested from the City during the
meeting.
The model calibration will also be performed on-site with the City staff to confirm the model
configuration, conductors and phasing, and resolve any warnings or errors. Load allocation of
the most recent system peak will be performed with the staff and compared to any actual field
readings related to voltage, current, phase balance, and power factor.
Optional Task 5: Analysis of Existing Distribution System
SEE&I will prepare the load-flow and voltage-drop analysis results to analyze the existing
electric distribution system's ability to serve the existing peak loads based on the following
criteria.
■ System Capacity Relative to Existing Load—The existing system shall be analyzed to
evaluate how well it is meeting current requirements. SEE&I will analyze existing bullc
power delivery point(s) and distribution substations to identify facilities with insufficient
capacity to serve the existing peak load. The purpose of these various analyses shall be to
identify areas where immediate or significant system improvements may be necessary.
■ 5ystem Performance—A number of factors will be used in evaluating system performance.
Computer load flows, along with voltage, current, and power factor measurements, will be
utilized to identify particular issues related to the existing system's performance. Available
metering and billing information will also be evaluated relative to the wholesale reactive
billing policy and any existing system problems.
■ Reliability—The existing system will be reviewed considering normal (N-0) and single
contingency(N-1) configurations for peak loading conditions. Single contingency(N-1) is
defined as the ability to maintain adequate service with the loss of a single substation
transformer.
0130861PSA UKIAH MODEL DEVELOPMENT MARCH 3,2071 Page 3
� EXHIBIT A
To Agreement between SAIC Energy, Environment & Infrastructure, LLC and
City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
Upon completing the existing system analysis, SEE&I will summarize the findings and provide
the drafr for review by the City. If this optional task is selected, the kick-off ineeting will also
include a discussion of the City's planning and design criteria.
A letter report summarizing the criteria and assumptions, results of analyses, findings, and
recommendations is included in this additional Task.
Optional Task 6: Short Circuit and Coordination Study
SEE&I will perform a protective device coordination study of the existing 12-kV distribution
system based on the following.
■ Review the City's existing overcurrent protection philosophy and the existing coordination
issues
■ Revise the existing overcurrent protection philosophy to meet sectionalizing goals and apply
the revised scheme to the system model
■ Utilize the new model of City's distribution system to analytically test the revised protection
scheme as follows
• Prepare load flow and fault cunent analysis using the new system model
• Review substation and distribution system protective device interruption ratings
compared to available fault current
• Coordinate substation breaker relays with transmission overcurrent relays
• Coordinate feeder lateral fuses and reclosers with substation breaker relays
• Coordinate feeder lateral fuses with line reclosers
• Review standard fuse sizes and characteristics for distribution transformers based on
manufacturer's recommendations
• Make determination of locations where additional sectionalizing devices would be advan-
tageous
• Adjust the overcurrent protection scheme to meet sectionalizing goals, if necessary
■ Prepare a draft report with results of the protective device coordination study, which will
include:
• Summary of the overcurrent protection philosophy and standardized scheme
• Summary of data used in the study
• The available three-phase and line-to-ground fault currents at each substation and
distribution protective device
• Summary comparison of maximum available fault current at each device compared to
interruption capability
• Typical time-current curves to depict the standardized coordination scheme
• Setting summary sheets showing relay data and settings
• Settings for three-phase line reclosers
• Smmnary of line reclosers and fuses in recommended scheme
0130661PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 4
� EXHIBIT A
To Agreement between SAIC Energy, Environment & Infrastructure, LLC and
City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
Based on comments by the City, the draft report will be modified as necessary for the final
delivery to the City.
If this optional task is selected, the kick-off ineeting will also include a discussion of the City's
device coordination philosophy and other relevant information to complete this task.
Optional Task 7: Arc Flash Study
SEE&I will conduct an Arc Flash Study in compliance with the guidelines established by
NESC Rule 410.A3 to specify arc flash levels on the City's electric system to determine the
potential exposure for personnel. The arc flash analysis shall provide the arc energy (CaUcm2)
and hazard levels on the distribution system including: the elements on the 12-kV distribution
system and the secondary side of each existing distribution transformer. Results will be based on
the IEEE model in Standard 1584, the Lee Method, and/or ARCPROT"' from Kinetrics Inc.
A full report document will accompany this additional task and be delivered to the City.
Optional Task 8: On-Site Training
SEE&I will provide on-site training for the distribution engineering model software, WindMil�,
to the City staff for a total of a week. The training will be based on the following tasks:
Model Maintenance
■ Data requirements
■ Recommendations for file management
■ Modeling system additions and changes in WindMil�
System Analysis
■ Model preparation for analysis
■ Graphical analysis and global editing/queries
■ Load flow and voltage drop analysis for system normal and contingency configurations
■ Fault current analysis
■ Optimization routines, including:
• Capacitor Placement
• Feeder Optimization
• Load(Phase) Balancing
013086/PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 5
� � EXHIBIT A
To Agreement between SAIC Energy, Environment & Infrastructure, LLC and
City of Ukiah
Scope of Services and Schedule for
Engineering Model Development
LightTable
■ Data requirements
■ Linking devices in WindMil�to LightTable
■ Graphical analysis and editing
Schedule
As mutually agreed
Assumptions
The Scope of Services and associated pricing are based on the following assumptions,
clarification, and information/assistance being provided in a timely manner. If these items or the
anticipated level of effort are inaccurate, additional services may be required.
1. The Ciry will assist by making readily available, when requested, all existing records and
data pertinent to the project
2. The City will provide other pertinent data and information needed
3. The City will provide a timely review of deliverables (draft and final)
4. The City will remain available for scheduled meetings and on-site work
Additional Services
The following additional services can be provided subject to establishment of a mutually
agreeable adjustment to the Scope of Services, schedule, and fee.
■ Conduct additional requested meetings
■ Develop a Load Forecast
■ Evaluate capacitor requirements for existing and future loads
■ Develop a Capital Improvements Program(CIP)
■ Conduct economic evaluation of expansion alternatives
■ Provide ongoing maintenance and updating of system model
0130861PSA UKIAH MODEL DEVELOPMENT MARCH 3,2017 Page 6
,
� � EXHIBIT B
To Agreement between SEE&I and City of Ukiah
Billing Rates for Engineering Model Development
Billing Class Hourly Rate(US$) Typical Project Roles
1 14.00
2 28.00
3 41.00 Clerical,Administration,Junior Engineers and
Technicians
4 55.00
5 69.00
6 83.00
7 97.00
8 110.00 Staff Engineers,Consultants
9 124.00 and Technicians
10 138.00
11 152.00
12 166.00 Senior Engineers, Consultants and Technicians, and
13 179.00 Project Managers
14 193.00
15 207.00
16 221.00 Executive Engineers and Consultants,Senior Project
17 235.00 Managers,and Principals
18 248.00
19 262.00
20 276.00
21 290.00
22 304.00
23 317.00
24 331.00 Executive Engineers and Consultants, Senior Project
Managers, and Senior Principals
25 345.00
26 359.00
27 373.00
28 386.00
29 400.00
30 414.00
31 428.00
�_ --
�n%�o
From Sclence to Salutions
PSA UKIAH MODEL DEVELOPMENT MARCH 3,2011 Page 1