HomeMy WebLinkAboutKuhlman Electric Corp 2008-04-16 SECTION 00520
CONFORMED TO AGREEMENT
(Based on EJCDC No. P-520, 2000 edition)
THIS AGREEMENT is by and between CITY OF UKIAH (hereinafter called "Buyer")
and KUHLMAN ELECTRIC CORPORATION (hereinafter called "Seller") .
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Buyer and Seller, in consideration of the mutual covenants hereinafter set forth, agree as follows :
Article 1 . GOODS AND SPECIAL SERVICES
1 . 01 Seller shall furnish the Goods and Special Services as specified or indicated in the
Contract Documents. The Goods and Special Services to be furnished are generally described as
the design, manufacture, and testing of one ( 1 ) 115 - 12 kV 20/26 . 6/33 . 3/3.7. 2 MVA Substation
Power Transformer with LTC, as specified, including taxes (7 . 75%), spare parts, expenses and
Engineer to perform field services as specified for the Gobbi
special services of a Service Eng p p
Substation, unloading, assembly, testing, and certification that transformer is ready for
energizing.
Article 2 . THE PROJECT
2 . 01 The Project for which the Goods and Special Services to be provided under the Contract
Documents may be the whole or only a part is generally described as the Gobbi Substation
located in Ukiah, California.
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Article 3 . ENGINEER
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3 . 01 The Contract Documents for the Goods and Special Services have been prepared by
R. W. Beck, Inc. , who is hereinafter called Engineer and who is to assume all duties and
responsibilities and have the rights and authority assigned to Engineer in the Contract
Documents in connection with the furnishing of the Goods and Special Services.
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Article 4 . POINT OF DESTINATION
4. 01 The place where the Goods are to be delivered and unloaded is defined in the General
Conditions as the Point of Destination and is designated as the Buyer 's Gobbi Substation site
foundation located at the intersection of Gobbi Street and Orchard Avenue in Ukiah, California.
Article 5. CONTRACT TIMES
5 . 01 Performance
A . Seller recognizes that prompt performance of all phases of the work is important
and agrees to take all normal and reasonable measures to assure on-time shipment
of all goods and materials .
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5 .02 Days for Submittal of Shop Drawings
A . All Shop Drawings and Samples required by the Contract Documents will be
submitted to Buyer for Engineer 's review and approval within 6 weeks after the
date when the Contract Times commence to run as provided in Paragraph 2 . 03 of
the General Conditions .
5 . 03 Days to Achieve Delivery of Goods
A. Bid Item A is to be delivered to the Point of Destination and ready for Buyer 's
receipt of delivery on (or within a period of 15 days prior to) December 1 , 20086
5 . 04 Days for Furnishing Special Services
A . The furnishing of Special Services to Buyer will commence within 15 days after
Buyer 's written notice to Seller following Buyer 's receipt of delivery of the
Goods, and shall be completed within 30 days thereafter. Such notice will be
given no later than 60 days after Buyer 's receipt of delivery.
5 . 05 Liquidated Damages
A. For Delay. . Buyer and Seller recognize that Buyer will suffer financial loss if the
Goods are not delivered at the Point of Destination and ready for receipt of delivery
by Buyer within the times specified in Paragraph 5 .03 above, plus any extensions
thereof allowed in accordance with Article 7 of the General Conditions. The parties
also recognize that the timely performance of services by others involved in the
Project is materially dependent upon Seller 's specific compliance with the
requirements of Paragraph 5 .03 . Further, they recognize the delays, expense and
difficulties involved in proving the actual loss suffered by Buyer if complete
acceptable Goods are not delivered on time. Further, the parties recognize and agree
that these damages will be impracticable and extremely difficult to ascertain and to
compute the exact amount of The amount of liquidated damages specified herein is
a reasonable estimate, based on the information currently available, of the City's
potential actual damages. Accordingly, instead of requiring such proof, Buyer and
Seller agree that as liquidated damages for delay. (but not as a penalty) Seller shall
pay Buyer $2,000/per week with a 5% cap of the total contract amount for each week
j that expires after the time specified in Paragraph 5 .03 for delivery of acceptable
Goods.
B . Guaranteed Performance Requirements for Each Power Transformer. Buyer
wants to obtain a power transformer that meets or exceeds the , guaranteed loss
characteristics identified in the Bid Schedule. If the power transformer does not
meet the guaranteed performance as determined by factory tests, the Buyer will
suffer damages . If the loss characteristics are marginally above the guaranteed
characteristics, the Buyer will suffer increased operating costs . If the loss
characteristics are grossly in excess of the guaranteed values, then the quality and
suitability of the equipment to meet the desired function may be compromised.
1 ) If the loss characteristics, as defined by factory tests are between 1 times
and 1 . 1. times the guaranteed loss characteristics, the Seller will be given
PROJECT NO. 01236-P1 /ORIGINAL 00520-2 AGREEMENT
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30 calendar days after factory testing to make corrections or replacements .
If corrections are to be made, the Seller shall furnish in writing to the
Engineer, a complete explanation of the deficiency and the modifications
proposed to correct the deficiency. No action to correct the deficiency
shall be made without prior approval by the Engineer. Costs associated
with rectification of the deficiencies shall be borne by the Seller, including
retesting and cost of witnessing retesting. If corrections are not made, the
Contract Price for the power transformer will be reduced in accordance
with the cost adjustment procedure identified below. Such price
reductions shall be final
2) If the loss characteristics, as determined by factory tests are in excess of
1 . 1 times the guaranteed loss characteristics, the Buyer may consider the
power transformer defective. If the Buyer determines the power
transformer is defective, the Seller and Buyer will negotiate a mutually
agreed solution at that time.
3 ) Cost Adjustment Procedure for Power Transformer(s)
Contract Price for the power transformer(s) will be adjusted downward in accordance
with the values shown below in lines A and B for each kilowatt that the actual losses as
determined by the factory test exceeds the losses specified in the Guaranteed
Characteristics submitted on the Bid Form. No credit will be given for a power
transformer having actual losses which are less than the guaranteed losses .
oil No Load Loss Cost Adjustment Line A
$ 10, 000 X (Factory Test No Load Loss, kW minus
Guaranteed No Load Loss, 14. 08 kW) _ $
Load Loss Cost Adjustment Line B
$ 3 ,000 X (Factory Test of Load Losses at Base Load Rating, _kW
minus Guaranteed Load Losses at Base Load Rating, 74 . 06 kW) = $
Auxiliary Losses Line C
$ 1 , 000 X (Factory Test of Auxiliary Losses, kW minus
Guaranteed Auxiliary Losses, 4_0 kW) _ $
Total Cost Adjustment for each Power Transformer
Total Adjustment in Contract Bid Price for Power Transformer
(Line A plus Line B plus Line C) _ $
PROJECT NO . 01236-P1 /ORIGINAL 00520-3 AGREEMENT
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Article 6. CONTRACT PRICE
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6 . 01 Buyer shall pay Seller for furnishing the Goods and Special Services in accordance with
the Contract Documents in current funds as follows :
ITEM DESCRIPTION
A. Furnish one ( 1 ) 115 - 12 kV 20/26 . 6/33 . 3/37 . 2 MVA Substation Power
Transformer with LTC and a 3dB reduction in sound level, as specified,
including taxes (7 . 75 %) , spare parts, expenses and special services of a
Service Engineer to perform field services as specified for the Gobbi
Substation, and including delivery F . O . B . to Buyer' s foundation,
unloading, assembly, testing, and certification that power transformer is
ready for energizing.
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BID ITEM `A' LUMP SUM CONTRACT PRICE :
One million, one hundred five thousand, three hundred seven and 00100 Dollars ($ 1 , 105 , 307 . 00)
(Use words) (Use figures)
PRICE ABO VE INCL UDES SALES AND USE TAXES
Article 7. PAYMENT PROCEDURES
7 . 01 Submittal and Processing of Payments
A. Seller shall submit Applications for Payment in accordance with Article 10 . of the
General Conditions . Applications for Payment will be processed by Engineer as
provided in the General Conditions,
7 .02 Progress Payments
A. Buyer shall make progress payment on account of the Contract Price on the basis
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of Seller's Applications for Payment as follows :
1 . 20% invoiced with release of Seller 's Order of Acknowledgement (Net 30
days)
2 . 30% invoiced 15 weeks prior to scheduled shipment date (Net 30 days)
_ 31 30% invoiced 35 days prior to scheduled shipment date (Net 30 days)
41 20% invoiced upon completion of assembly
5 . On last invoice, a credit of 1 . 5 % will be issued against the total purchase
price if all payments are made per this progress payment schedule.
7 . 03 Final Payment
A Upon receipt of the final Application for Payment accompanied by Engineer's
recommendation of payment in accordance with paragraph 10 . 06 of the General
Conditions Y
Buyer shall a the remainder of the Contract Price as recommended
Y pay
by Engineer.
PROJECT NO. 01236-P1 /ORIGINAL 00520-4 AGREEMENT
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Article 8. INTEREST
8 . 01 All monies not paid when due, as provided in Article 10 of the General Conditions, shall
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bear interest at the rate of 10% per annum . l
Article 9 . SELLER' S REPRESENTATIONS
9 .01 In order to induce Buyer to enter into this Agreement, Seller makes the following
representations :
A . Seller has examined and carefully studied the Contract Documents and the other
related data identified in the Bidding Documents,
B . If specified or if, . in Seller 's judgment, any local condition may affect . cost, i!
progress or the furnishing of the Goods and Special Services, Seller has visited
the Point of Destination and become familiar with and is satisfied as to the local
conditions that may affect cost, progress or the furnishing of the Goods and
Special Services ,
C . Seller is familiar with and is satisfied as to all local, federal, state, and local Laws
and Regulations that may affect cost, progress and the furnishing of the Goods
and Special Services .
D . Seller has carefully studied and correlated the information known to Seller, and
information and observations obtained from Seller 's visits, if any, to the Point of
Destination, with the Contract Documents ,
E . Seller has given Engineer written notice of all conflicts, errors, ambiguities, or
discrepancies that Seller has discovered in the Contract Documents, and the
written resolution thereof by Engineer is acceptable to Seller.
F. The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for furnishing Goods and Special
Services.
Article 10. CONTRACT DOCUMENTS j
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10. 01 Contents :
A. The Contract Documents consist of the following:
1 . Notice of Award
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21 This Agreement
3 . Seller 's Bidding Documents — Exhibit A
4. Seller 's Clarification Email — Exhibit B
5 , Seller's City of Ukiah Business License
6, Performance Bond
71 Payment Bond j
8 . Insurance Certificate or other Evidence
9 , Section 00700, General Conditions
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PROJECT NO. 01236-P 1 /ORIGINAL 00520-5 AGREEMENT
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10. Sections of Divisions 1 through . 16, Specifications as listed in the table of
contents
11 . The following which may be delivered or issued after the Effective Date of
this Agreement and are not attached hereto
a. Notice to Proceed
b. Written Amendment(s.)
C, Change Order(s)
d. Field Order(s)
e. Engineer 's Written Interpretation(s)
B . The documents listed in 10 . 01 .A are attached to this Agreement, except as
expressly noted otherwise above.
C. There are no Contract Documents other than those listed in Article 10.
D . The Contract Documents ' may only be amended or supplemented as provided in
Paragraph 3 . 04 of the General Conditions.
Article 11 . MISCELLANEOUS
11 . 01 Defined Terms
A. Terms used in this Agreement will have the meanings indicated in the General
Conditions and Supplementary Conditions.
11 . 02 Assignment
A. No assignment by a party hereto of any rights under or interests in the Contract
Documents will be binding on another party hereto without the written consent of
the party sought to be bound . Specifically but without limitation, moneys that
may become due and moneys that are due may b assigned Y not e without such �.
consent (except to the extent that the effect of this restriction may be limited by
law). Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge
the. assignor
. . g or from an du
responsibility g y duty or
p ty under the Contract Documents,
11 . 03 Successors and Assigns
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A. Buyer and Seller each binds itself, its partners, successors, assigns and legal
representatives to the other party hereto, its partners, successors, assigns and legal
representatives in respect to all covenants, agreements and obligations contained
! in the Contract Documents.
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11 . 04 Severability
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A. Any provision or part of the Contract Documents held to be void or unenforceable
under any Law or Regulation shall be deemed stricken, and all remaining
provisions shall continue to be valid and binding upon Buyer and Seller. The
Contract Documents shall be reformed to replace such stricken provision or part
PROJECT NO. 01236-PI /ORIGINAL 00520-6 AGREEMENT
thereof with a valid and enforceable provision that comes as close as possible to
expressing the intention of the stricken provision.
IN WITNESS WHEREOF, Buyer and Seller have signed this Agreement in duplicate. One
counterpart each has been delivered to Buyer and Seller. All portions of the Contract Documents
have been signed or identified by Buyer and Seller or on their behalf
This Agreement will be effective on
Buyer: Seller:
CITY OF UKIAH Kuhlman Electric Corporation
By: �
omas M . Minnich ,, President & CEO
(CORPORATE SEAL)
Attest. `=� �y Attest:
Cr C/e Linda Bisbee , Asst . Corporate Secretary
Address for giving notices : Address for giving notices :
CITY OF UKIAH Kuhlman ELectric Corporation
101 Kuhlman Boulevard
Versailles , KY 40383
(If Buyer is a corporation, attach evidence of (If Seller is a corporation or partnership, attach
authority to sign. If Buyer is a public body, evidence of authority to sign.)
attach evidence of authority to sign and
resolution or other documents authorizing
execution of the Buyer-Seller. Agreement.)
Designated Representative Name: Designated Representative Name:
JoRene Gadberry
Title : Title: Customer Service Representative
Address : Address : 101 Kuhlman Boulevard
Versailles , KY 40383
Phone: Phone: 859 -879 - 2787
Fax : Fax : 859 -879 -3316
Email : Email : joreneg@kuhlman . com
PROJECT NO. 01236-P1 /ORIGINAL 00520-7 AGREEMENT
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