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HomeMy WebLinkAboutEnercon Services 2025-07-28COU No. 2526-084 PAGE 1 OF 8 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement, made and entered into this 28th day of July, 2025 (“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Enercon Services, Inc., a corporation organized and in good standing under the laws of the state of Oklahoma, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a.City requires consulting services related to General Engineering Services. 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-Services attached hereto as Attachment "A". TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described as general engineering services including, but not limited to solar impact studies, coordination studies, specification development and other general engineering tasks. 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-Services upon receipt of a Notice to Proceed from City and shall complete such services in accordance with the schedule agreed to for each Work Schedule. 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 Compensation. 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 $50,000. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Services as set forth in the attached Attachment A, COU No. 2526-084 PAGE 2 OF 8 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 A. Consultant shall complete the Scope of Services for the not-to - exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope -of-Services of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Services" 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, unless said delays to the schedule are a result of owner, or other reasons beyond the control of the Consultant. 4.3 Sub-contractor Payment. 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 Payment. 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. 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. COU No. 2526-084 PAGE 3 OF 8 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 obligation 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. 5.3 Standard of Care. Consultant shall perform the Scope of Services in accordance with generally accepted standards of ordinary and reasonable skill exercised by similar professionals at the time and location such services are rendered (“Standard of Care”). 5.4 Warranty. Consultant warrants that Work shall be free from defect for a period of one (1) year after acceptance by City. The “Warranty Period” commences the date the Work was accepted and continues for a period of one (1) years from the date of Final Payment, or in accordance with the terms of any other applicable warranty required under the Contract Documents, whichever is greater. If, during the Warranty Period, a change is required due to defective work, then Consultant shall be responsible for reperforming the non-conforming Work at no cost to City. The Warranty Period shall automatically extend upon the occurrence of said warranty obligation and shall last until Consultant fulfills its warranty obligations. Consultant shall warrant any change made pursuant to a warranty obligation for an additional six (6) months from the expiration date of the original Warranty Period. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's 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. 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 Employers Liability Insurance. COU No. 2526-084 PAGE 4 OF 8 4.Errors and Omissions liability insurance appropriate to the consultant’s 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 Liability: $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 Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3.Worker's Compensation and Employers Liability: 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 liability: $1,000,000 per occurrence. C.Deductibles and Self-Insured Retentions Consultant is responsible for payment of any deductibles or self-insured retentions. D.Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1.General Liability and Automobile Liability Coverages 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 Consultant's 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 Consultant's insurance and shall not contribute with it. COU No. 2526-084 PAGE 5 OF 8 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 Consultant's 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 Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3.Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend one (1) year from the date of final approved invoice. 4.All Coverages 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.Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F.Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original 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 COU No. 2526-084 PAGE 6 OF 8 Consultant 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 liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the 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. 6.3 Consequential Damages. Anything to the contrary contained herein notwithstanding, in no event shall either party be liable, directly or by indemnification, to the other for any punitive, incidental, indirect, special, exemplary or consequential or similar damages, including but not limited to, damages or costs incurred as a result of loss of time, loss of savings, loss of data, loss of profits, loss of revenue, or loss of goodwill, whether foreseeable or unforeseeable, that may arise out of or in connection with a Purchase Order or Task Order or this Agreement, whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. 6.4 Limits of Liability. Anything to the contrary contained herein notwithstanding in no event shall Consultant's total combined and cumulative aggregate liability (i) with respect to this Agreement or with respect to any applicable work order or purchase order, and (ii) with respect to indemnification under this Agreement or with respect to indemnification under any applicable work order or purchase order, for any claim or cause of action, whether caused by failure to deliver, nonperformance, defects, breach of contract, breach of warranty or otherwise, or whether based upon contract, tort (including negligence, but excluding gross negligence or willful misconduct), or strict liability, exceed the amount of the compensation paid to Contractor under the applicable work order or purchase order under which such liability, indemnification, claim or cause of action arose. 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 payment for services by City, and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Services, COU No. 2526-084 PAGE 7 OF 8 Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing 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 Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. 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 Assignment. 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 equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 8.0 NOTICES COU No. 2526-084 PAGE 8 OF 8 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 ENERCON SERVICES, INC. DEPT. OF ELECTRIC UTILITIES ATTN: CFO 300 SEMINARY AVENUE 500 TOWNPARK LANE UKIAH, CALIFORNIA 95482-5400 KENNESAW, GEORGIA 30144 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: __________________________ ____________________ Date PRINT NAME: _________________ __________________ IRS IDN Number CITY OF UKIAH BY: ____________________ Date CITY MANAGER ATTEST ____________________ CITY CLERK Date Bryan T. Phillips 7/29/2025 Vice President Bryan T. Phillips Digitally signed by Bryan T. Phillips Date: 2025.07.29 16:46:05 -04'00' 08/06/2025 08/06/2025 This document contains confidential and proprietary information belonging to ENERCON. Do not disclose information from this document without prior written permission from ENERCON. City of Ukiah 7/25/251 | Powerful People. Powerful Solutions. ENERCON Attachment A 7/25/2025 Cindy Sauers, PE Electric Utility Director City of Ukiah 300 Seminary Ave Ukiah, CA 95482 Ms. Sauers, The City of Ukiah Electric Utility (Ukiah) has requested Enercon Services, Inc (ENERCON) submit this scope of services for as-needed engineering design and planning services including, but not limited to, the following services: • Distributed generation interconnection impact studies • System fault current, device coordination, and arc flash studies • Engineering modeling and GIS mapping support • Substation design & engineering services for relay replacements, settings, and training • Transmission & distribution planning • Capacitor placement • Various other general engineering tasks ENERCON will provide a Task Order with scope of work, schedule, and fee for specific requests for support from Ukiah on an hourly basis under the established terms, conditions, and rates established in Contract COU No. 2526-084. Sincerely, Trishia Swayne Senior Manager, Business Development Enercon Services, Inc. This document contains confidential and proprietary information belonging to ENERCON. Do not disclose information from this document without prior written permission from ENERCON. 2025 Schedule of Rates Labor Classification Experience & Qualifications Rate Admin Assistant Admin $80.00 Project Analyst Analyst (<4 years)$95.00 Senior Project Analyst Analyst (4+ years)$125.00 Scheduler Scheduler (<15 years)$145.00 Senior Scheduler Scheduler (15+ years)$165.00 Project Manager PM (<8 years), Bachelor's or PMP certification $180.00 Senior Project Manager PM (8+ years), Bachelor's or PMP certification $225.00 Associate Engineer Engineer (<1 year), Bachelor's in Engineering $120.00 Staff Engineer Engineer (1 to 3 years), Bachelor's in Engineering $140.00 Engineer Engineer (3 to 6 years), Bachelor's in Engineering $160.00 Senior Engineer Engineer (6 to 10 years), Bachelor's in Engineering $190.00 Principal Engineer Engineer (10+ years), Bachelor's in Engineering $235.00 Associate Tech Specialist Tech Specialist (<1 years)$105.00 Staff Tech Specialist Tech Specialist (1 to 3 years)$120.00 Tech Specialist Tech Specialist (3 to 6 years)$135.00 Senior Tech Specialist Tech Specialist (6 to 10 years)$155.00 Principal Tech Specialist Tech Specialist (10+ years)$180.00 Drafter*HS Diploma (<6 years)$100.00 Designer*Associate's (<6 years) or HS Diploma (6+ years)$125.00 Senior Designer Associate's (≥6 years) or HS Diploma (10+ years)$150.00 Management Managers & Senior Managers: Engineering, PMO, QA $265.00 Senior Management Directors & Vice Presidents (or higher)$305.00 Notes: 1. The Schedule of Rates shall be adjusted annually, effective January 1st of each year, to reflect changes in compensation payable to the Engineer. Adjustments consider several factors, including the percent change in the Employment Cost Index (ECI), published by the U.S. Bureau of Labor Statistics, for professional, scientific, and technical services for the most recent 12-month period (at time of increase). 2. Subcontractor costs will be reimbursed to ENERCON at cost plus ten percent (10%). Other expenses, such as travel, meals, and incidentals, will be reimbursed at cost. 3. Experience and Qualifications listed in above table are typical and do not constitute requirements or minimums for given rate.