HomeMy WebLinkAboutSouthern Company Energy Solutions
Augusta Richmond GA
DOCUMENTNAME:SO~e...rn COf('l~~ EI1ifCj~ ::;;Oll.l+t(X\s
DOCUMENT TYPE: 0.. 9 (€.Q ~V\ -\-
YEAR: )001
BOX NUMBER:
)?-
/'5,359
FILE NUMBER:
NUMBER OF PAGES: 8'
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::.. Cont'~ct #5M11 A-01
SOUTHERN A
COMPANY
Energy to Serve lOur World-
ENERGY SERVICES AGREEMENT
Augusta, Georgia, A Political Subdivision of the State of Georgia
Southern Company Energy Solutions, Inc
360 Bay Street (Suite 180)
P.O Box 54368
Augusta, Georgia 30901
Atlanta, Georgia 30308
Attention: Augusta Utilities Department
("Customer")
Attention: Willie MCWilliams
(" Energy Solutions")
THIS ENERGY SERVICES AGREEMENT ("Agreement") is entered into by and between Energy Solutions and the above referenced
Customer, and is effective on the date it is executed by Customer and accepted by Energy Solutions. Energy Solutions hereby agrees to perform and
provide Customer with the services described hereinbelow ("Services), on the terms and conditions set-forth on the face page of this Agreement and the
reverse side hereof.
Descriotion of Services
Replace a Manual Utility Transfer Switch with a Automatic Transfer Switch for Water Treatment Plant, Augusta,
Georgia, A Political Subdivision of the State of Georgia in accordance with the scope of work set forth in
"Attachment One".
Total Cost - $171,475.00
Options:
~Equipment Purchase (Description attached as Exhibit "E")
~Scope of work (Description attached as "Attachment One")
AGREED TO BY:
ACCEPTED BY:
Southern Company Energy Solutions, Inc.
("Energy Solutions")
By:
Title:
K.A~ " V
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(Name typed or pri,te~
Title: y //
~//Z/~I
Date:
Date:
Augusta/Richmond County
Water Treatment Plant
Automatic Transfer Switch
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,:,Contt'act #5M11A-01
. 1. p.avni~nt. The charges that are payable for SelVices perfonned by Energy
Solutions hereunder, shall be payable by Customer in accordance with the
Compensation Payment Schedule attached hereto as Exhibit C. Exhibit C attached to
this Agreement win state the charges due for Services and/or Equipment and any
particular procedures for invoicing and billing such charges.
2. Term. For each SelVice provided under this Agreement, the Exhibit attached to
this Agreement will state the tenn during which those Services may be provided. This
Agreement will continue in effect until the last tenn contained in any Exhibit to this
Agreement expires or is tenninated.
3. Limited Warranty. For a period of ninety (90) days after the completion of the
Services, Energy Solutions warrants that the SelVices performed by Energy Solutions
hereunder, will be perfonned in a good, professional, worlcrnanlike and competent
manner, in conformity with all applicable professional standards. If Customer notifies
Energy Solutions of any defective or non-confonning Services within ninety (90) days
after the completion of the Services, then Energy Solutions shall correct or re-perfonn
the defective or non-confonning SelVices; provided, however, that, Energy Solutions'
sole obligation and Customers exclusive remedy for defective or non-conforming
Services is for Energy Solutions to correct or re-perform the defective or non-
confonning Services within ninety (90) days after the completion of the Services,
subject to the limitation of liability set-forth herein. Energy Solutions shall be entitled
to rely on the accuracy and currency of infonnation supplied by or at the direction of
Customer, or available from generally acceptable reputable sources. SCES'S
WARRANTY EXPRESSED IN THIS PARAGRAPH IS IN LIEU OF ALL OTHER
WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. CUSTOMER ASSUMES FULL RESPONSIBILITY
FOR THE SELEcrlON OF THE PARTICULAR SERVICES TO BE PERFORMED
HEREUNDER BY SCES TO ACHIEVE CUSTOMER'S PURPOSES.
4. Limitation of Liabilitv. Energy Solutions', its affiliates and parent and their
respective agents, representatives, employees, successor's and assigns, liability to
Customer, its respective successors or assigns, for damages or alleged damages
whether arising from breach of this Agreement, breach of warranty, tort or otherwise
with respect to the Services perfonned hereunder by Energy Solutions, is limited to
and shall not exceed the amount of compensation paid to Energy Solutions hereunder
for the particular Services out of which the liability arose. In no event shall Energy
Solutions, its affiliates and parent and their respective agents, representatives,
employees or successors and assigns be liable to Customer or any individual or entity
for any unforeseeable, indirect, incidental, punitive, consequential or special damages,
including without limitation, any loss of revenues or loss of profits.
5. Independent Contractor. Energy Solutions shall be deemed to be an
independent contractor in the performance of the Services hereunder and shall not be
considered or pennitted to be an agent, selVant, joint venturer or partner of Customer.
All persons furnished, used, retained or hired by or on behalf of Energy Solutions
shall be considered to be solely the employees or agents of Energy Solutions.
6. Force Maieure. Energy Solutions shall not be deemed to be in default of any
provision of this Agreement or liable for failures in perfonnance resulting from acts or
events beyond the reasonable control of Energy Solutions. Such acts shall include but
not be limited to acts of God, civil or military authority, civil disturoance, war, strikes,
fires, other catastrophes, or other "force majeure" events beyond a Energy Solutions'
reasonable control.
7. Affiliate Emplovees. Customer understands that Energy Solutions has made
arrangements whereby employees of the affiliates of Energy Solutions will perform
various activities on behalf of Energy Solutions under this Agreement, and Customer
hereby consents and agrees to such arrangements. Such individuals shall be deemed
employees solely of Energy Solutions. Energy Solutions shall be responsible for the
activities of such employees and Customer hereby waives and relinquishes all claims
or causes of action against Energy Solutions' parent and affiliates, it being the intent
of this Agreement that such activities of such employees shall in no way be
attributable to such parent and affiliates.
8. Incorporation of Exhibits. Each Exhibit referenced in and attached to this
Agreement is incorporated by reference as if fully set forth herein. In the event of a
conflict between the tenus of this Agreement and any Exhibit, this Agreement shall
control.
9. Indemnification. To the extent pennitted by law customer party shall and hereby
does indemnify and hold harmless Energy Solutions, its parent and affiliates, their
respective officers, directors, employees and agents, from and against any and all
losses, damages, injuries (including death), causes of action, claims, demands and
expenses, including reasonable legal fees and expenses, arising out of a hazardous
waste, spill or condition on the Customer's property, or due to the negligence or
Augusta/Richmond County
Water Treatment Plant
Automatic Transfer Switch
willful misconduct of Customer. Such indemnification shall sUlVive the tennination
of expiration of this Order."
]0. Governinl! Law and .Jurisdiction. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Georgia, United States of
America (without giving effect to principles of conflicts of laws). The interested
party hereby submits to the non-exclusive jurisdiction of the Superior Court of
Richmond County and to the State Courts of Georgia for the purposes of resolving
any dispute arising under or in connection with this Agreement and irrevocably
waives, to the fullest extent pennitted by law, any objection which it may now or
hereinafter have to any such proceedings.
11. Customer Assistance. Customer understands and agrees that it will use
reasonable efforts in perfonning assistance and support for Energy Solutions as
Energy Solutions performs its obligations hereunder. Any delays, facilities
unavailability, tardiness in response or Customer fault (other than force majeure
events) will constitute grounds for an equitable adjustment in Energy Solutions's
compensation and extension of performance periods.
12. Environmental Concerns. To the extent pennitted by law ifand to the extent
that any SelVices are perfonned in connection with, on, or regarding any real
property, Energy Solutions disclaims any and all responsibility for or concerning
any present or past disposal of pollutants, dangerous substances, toxic substances,
hazardous wastes, hazardous materials or hazardous substances as defined in or
pursuant to the Comprehensive Environmental Response Compensation Liability
Act, as amended (42 U.S.c. S 9601 et. seq.), and the Resource ConselVation and
Recovery Act, as amended (42 U.S.C. S 6901 et. seq.), or any other environmental
law, ordinance, rule or regulation, other industrial and solid wastes and other
pollutants, contaminants and dangerous and toxic substances (collectively
"Hazardous Substances") on or in such real property, and for or concerning any
conditions with respect to soil, surface waters, ground waters, stream settlements
and similar environmental conditions (collectively, "Environmental Conditions")
on or off site of such real property, whether any or all of the above arises or results
from the activities of Customer or the uncertain or unknown activities of
Customer's predecessors in interest to such real property or any other person or
entity. It is Customer's sole obligation, as its own cost and expense (and at the
request of Energy Solutions should Energy Solutions discover any Hazardous
Substances on or Environmental Conditions at such real property), to comply or to
ensure compliance with, and for all matters arising out of all laws, ordinances,
rules and regulations, agreements with governmental entities and court and
administrative orders with respect to or regarding any Hazardous Substances,
Environmental Conditions and/or any other circumstances, activity and/or incident
referenced in the previous sentence, including without limitation the perfonnance
of any and all necessary or appropriate remedial action thereto or therefor.
Customer agrees to indemnify Energy Solutions, its affiliates and their respective
employees, officers, agents and directors from and against all injuries, losses,
damages, costs, expenses and other liabilities, including without limitation,
attorneys' fees and expenses of litigation, which may arise out of, result from or be
connected with any Hazardous Substances, Environmental Conditions and/or any
other circumstances, activity and/or incident referenced in the previous two
sentences. Customer warrants that it has not caused or pennitted any activity on
such real property that generates, manufacturers, refines, transports, treats, stores,
handles, disposes, transfers, produces or processes Hazardous Substances, except
in compliance with all applicable laws, ordinances, rules and regulations,
agreements with governmental agencies and court and administrative orders, and
has not caused or permitted and has no knowledge of the release, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing
or dumping of any Hazardous Substances on or off the site of such real property.
Customer agrees to indemnify Energy Solutions, its parent and affiliates and their
respective employees, officers, agents and directors from and against all injuries,
losses, damages, costs, expenses and other liabilities, including without limitation
attorneys' fees and other expenses of litigation, which may arise out of, result from
or be connected with any circumstances, activity and/or incident referenced in the
previous sentence.
13. Other Contractors and Vendors. Customer shall coordinate the work and
activities of its own, its other separate contractors' and its vendors' forces in
connection with other aspects of the Services being performed by Energy Solutions
and Customer shall cooperate with Energy Solutions as reasonably necessary for
Energy Solutions to carry out its duties and obligations under this Order. If Customer
enters into separate contracts directly with any entity other than Energy Solutions, for
the perfonnance of any work related to Energy Solutions' Services, Customer shall
coordinate the work of each such other entity with Energy Solutions' SelVices in such
a way that the separate entity's work does not interfere with, hinder or delay Energy
Solutions' Services. If the separate entity's work does interfere with Energy Solutions'
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, Services, Energy Solutions shall be entitled to an equitable adjustment in its
pertormance schedule and compensation.
14. Partial Invaliditv. If any provision of this Agreement is found to be
unenforceable then, notwithstanding such unenforceability, this Agreement shall
remain in effect and there shall be substituted for such unenforceable provision a like
but enforceable provision which most nearly effects the intention of the parties. If a
like but enforceable provision cannot be substituted, the unenforceable provision shall
be deemed to be deleted and the remaining provisions shall continue in effect,
provided that the performance, rights and obligations of the parties hereunder are not
materially advetSely affected by such deletion.
15. Entire Al!:reement. This Agreement contains the entire agreement of the parties
and there are no OIal or written representations, undetStandings or agreements
between the parties respecting the subject matter hereof which are not fully expressed
herein.
Augusta/Richmond County
Water Treatment Plant
Automatic Transfer Switch
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.',' Cohtr.~ct #5M11A-01
EXHIBIT "E"
Sale of Equipment
Description of EQuipment.:
QIT.
Delivery Dates
Char2e
One (1) 5KV 1200a Automatic Transfer Switch
One (1) Lot of Engineering and Design
One (1) Lot of "Turn Key" InstaUation
One (1) Lot of Commissioning and Training
120 days ARO
60 days ARO
As required
As required
Total - $171,475.00
Room No. Phvsical Address City State
To be advised
[EJ The following terms and conditions are applicable to the Sale of Equipment:
Payment, Upon the effective date of this Agreement, Customer shall pay Contractor the total charges for the Equipment and any installation. Payment shall be sent to the
Contractor address shown on the face page of this Agreement. All amounts mentioned herein are in U.S. Dollars and do not include any applicable sales, use, and local
property taxes due and payable with respect to the Equipment or this Agreement, all of which shall be the responsibility and liability of Customer. Any amount payable to
Contractor pursuant to this Agreement and not paid within thirty (30) days after due shall bear interest at the rate of I y, per month or the maximum legal rates, if less. All
costs of collection, including reasonable attorney's fees, shall be paid by Customer. All other amounts due and payable hereunder shall be paid within thirty (30) days after
the date of invoice. In the event payment is based on a municipal lease, Customer shall make monthly payments based on municipal lease tenns.
Eauipment Access - Subject to Customer security regulations and procedures, Customer shall give Contractor reasonable and free access to the installation site and all
components to the extent necessary or appropriate for them to penorm Equipment maintenance services.
Customer Assistance - Customer shall provide adequate storage space for spare parts, test equipment and adequate work space, heat, light, ventilation, electric current
and outlets for use by Contractor's representatives.
Site Preparation - Customer shall be responsible for preparing the site for installation including but not limited to any environmental remediation, or other required
alterations not included in the Contractor's scope prior to Contractor beginning installation.
Shipment of Eauipment. At the dates submitted and agreed upon by the City, Contractor, & General Contractor. Contractor shall ship the Equipment to Customer at the
Customer address indicated on the face page of this Agreement. Customer shall be responsible for and shall reimburse Contractor for all Equipment removal, packaging,
shipping, insurance, transportation, handling, and drayage charges related to the shipment and delivery of the Equipment. In the event a Municipal lease is used for payment,
payments will be based on Municipal Lease tenns.
Title and Risk of Loss. Title to the Equipment shall pass to Customer upon Contractor's rcommissioning and City acceptance of the Equipment. Risk of loss and damage
for the Equipment shall pass to Customer at acceptance.
InstaUation Reauirements. Customer will provide all necessa'Y access and availability of its premises to Contractor, its agents, employees, contractors and subcontracts as
may be required to install the Equipment. Customer shall be responsible for all site preparation not specifically set out in the scope of services including but not limited to
grading, clearing, and environmental remediation. Customer warrants that the installation site will be free from all hazardous materials, hazardous wastes, PCB's and other
materials or substances controlled by environmental and other safety regulations. Customer will not permit Contractor employees, agents, contractors and subcontractors to
come in contact with such materials, wastes, or substances.
Warranty. Contractor hereby represents and warrants that it is the lawful owner of the Equipment and has the right to sell the same; that the Equipment is free from all
claims, liens and encumbrances whatsoever and that Contractor will defend the sale of the Equipment against all and every person or persons whomsoever claiming to claim
against any or all of the same; provided, however, except as specifically warranted and represented herein, the sale and transfer of the Equipment is on an AS-IS-WHERE-IS
basis. Installation services will be performed in a reasonable and workman-like manner. To the extent that the Equipment is subject to or covered by any express or implied
warranty of the Equipment manufacturer, Contractor hereby assigns to Customer all of Contractor's right, title and interest in, under and to each and every such warranty with
respect to the Equipment for and during the term applicable thereto, to the extent that the assignment thereof is not prohibited. The applicable Equipment manufacturer
warranty is set-forth attached hereto as Attachment I. Customer hereby releases and waives any liability or responsibility of Contractor for any Equipment component
warranty of the manufacturer or enforcement of the same. IT IS UNDERSTOOD AND AGREED THAT THERE ARE NO EXPRESS WARRANTIES WITH RESPECT
TO THE EQUIPMENT EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS PARAGRAPH. FURTHERMORE, THERE ARE NO IMPLIED WARRANTIES OF
ANY NATURE WHATSOEVER CONCERNING THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE.
Security Interest. Customer grants Contractor a security interest in the Equipment until payment is made as provided herein. Contractor may, at its option, file this
Agreement or evidence thereof with appropriate financing authorities and Customer agrees to execute, alone or with Contractor, any financing statements or si\TIilar
documents and do such other acts reasonably considered by Contractor as necessa'Y to protect Contractor' security interest in the Equipment. Upon Customer's payment of
the total charges for the Equipment, Contractor shall take all action necessa'Y to release its security interest in the Equipment.
Rie:ht to Subcontract Eauipment Installation. It is understood and agreed that Contractor shall have the right to subcontract the Equipment Installation and related
obligations under this Agreement; provided, however, that Contractor shall remain responsible to Customer for all obligations so subcontracted. Contractor shall be
responsible for payment in full to all subcontractors for work subcontracted hereunder and Contractor shall indemnity and hold harmless Customer for any failure to
pay such subcontractors.
Augusta / Richmond County
Water Treatment Plant
Automatic Transfer Switch Replacement
01/24/01
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'Contract #5M11A-01
Attachment One
.Q!y Item
1 A TS Power Section
2- Circuit Breakers- 5KV, 1200 Amp, three pole, EO, DO, circuit breakers with vacuum contacts.
125 VDC close, charge and trip, and 2a and 2b aux contacts.
2- Overcurrent Relays, #50/51 devices.
1- Ground Overcurrent Relay, #51 G
2- Lockout Relays, #86 devices.
2- Potential Transformers- one set (two), for voltage sensing, with two (2) primary fuses. 3000/120
V AC, 60 BIL.
1- Current Transfonners, Set (three) 500/5 Amp, 600 V AC.
1 A TS Controls
1- Four (4) indicating lights:
Utility Source Available
Emergency Source Available
Connected to Utility Source
Connected to Emergency Source
1- Key Operated TestfNormaVRe- Transfer Control Switch.
1- Cummins/Onan Power Sentry- Control provides the following features:
Three phase preferred and alternative source voltage sensors.
Adjustable solid state time delays.
Control Mode Status Indicators.
1- Control Relay.
1- Control Fuses.
1- Tenninal Block.
1 Installation
1- Demolition of the existing system
1- Permits and approvals as required.
1- Modification of existing pads and wiring.
1- Delivery and rigging of new equipment.
1- Electrical installation.
1- Commissioning and training
Augusta / Richmond County
Water Treatment Plant
Automatic Transfer Switch Replacement
01/24/0 I
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'Contract #5M 11 A-01
2
SEQUENCE OF OPERATION:
Loss of Utility Power: The Power Sentry control monitors the utility source. Upon sensing a
utility source failure or sensing unsatisfactory utility power the emergency genset is signaled to
start. Once the genset source is satisfactory the utility source breaker is opened and after a
program transition time delay (factory set 2 seconds) the generator source breaker is closed,
providing power to connected loads.
Return of Utility Power: Once the utility source has returned a time delay to retransfer times
out to ensure stability in the utility source. The generator source breaker is then opened and a
program transition time delay times out before the utility source breaker is closed.
The genset then goes through a cool down period before shutting down.
System Test: When the A TS test switch is placed in the "Test" position a loss of utility power is
simulated. The system will operate as stated above in "Loss of Utility Power". Return of the
system test switch to the "Normal" position will retransfer the A TS back to the utility source as
described above in "Return of Utility Power". A "Retransfer" position on the system test switch
will allow bypass of the retransfer time delay when selected.
SYSTEM LAYOUT
5kV
Power Section
T
92"
~
Normal
ATS
Power
Sentry
o
Emergency
95"
1
11€ool
9' O'
Drawina's Notes:
1. For Proposal use only. Do not use for construction. The information is preliminary and not final.
2. The customer/contractor is responsible for installing this equipment per applicable local codes.
3. The drawing is Not to scale.
Augusta / Richmond County
Water Treatment Plant
Automatic Transfer Switch Replacement
01/24/01
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. UL Listing - Equipment is constructed in accordance with UL Standard 1670.
Each section of the switchboard will be UL labeled.
. Enclosure - A TS Control and Power Sections; Rigid, free standing, metal
enclosed steel structure with hinged key locking front doors for access to
control circuitry; Control components are grouped together for convenient and
safe access. Power circuit breakers and buswork are mounted in an adjacent
structure.
. Bus - 1200 Amp, silver plated copper bus.
· Field Wiring - Interconnections between gensets and paralleling controls are
made on a terminal block in the control section. Wiring, installation and
termination shall be by others.
. Lugs - Full capacity mechanical cable lugs are supplied for power connections.
Sizes shown on submittal drawings.
SPECIFICATION COMMENTS AND CLARIFICATIONS
· No specifications or drawings were provided.
. Equipment proposed is manufacturer's standard (Open Transition-A TS) product
configuration and as such is not submitted to meet any specifications per se.
· Approval from the local utility MUST be obtained before this equipment may be
connected, and/or operated with the facility bus.
. This proposal is based upon using Square "D" vacuum circuit breakers for the
generator & utility CB's. If a different brand and/or model of circuit breaker is
required, additional pricing will be necessary.
Augusta 1 Richmond County
Water Treatment Plant
Automatic Transfer Switch Replacement
01/24/01
MEMORANDUM
CH2MHILL
Original Signed Contracts from the Southern
Company
TO:
Belinda Brown, Administrative Aide
Clerk of Commission
COPIES:
File
FROM:
James Rush
DATE:
May 10,2001
Please find the signed documents referred to in your enclosed memorandum dated March
23, 2001. Please see the special conditions below prior to filing the contracts.
The proposal for the Automatic Transfer Switch at the Highland Avenue Treatment Plant
is enclosed and signed completely as requested.
An original contract for the Lighting Retrofit at Utility Department Facilities has been
signed by the Southern Company but not by Mayor Young. He signed one copy of the
contract (as shown by the included photocopy of the signature page) but the contract
department of the Southern Company needed an original as well. They kept the single
original sent, got their VP to sign a new copy and send it back for Mayor Young's
signature and filing.
Please feel free to call me in the event of any confusion on my mobile phone at 404.423.8539
or at 706.303.2426 in Augusta. Thank you for all your help.
ATUBROWN 01 05 10 SOUTHERN COMPANY CONTRACT TRANSMmAL