HomeMy WebLinkAbout2020-10-05-J01L O&M Service Agreement_USDI_Gas Transmission LineAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: October 5, 2020
AGENDA ITEM:Consideration of approval of a resolution approving Operations and
Maintenance Services Agreement with Utility Safety and Design, Inc. [City of
Waukee Gas Transmission Line]
FORMAT:Consent
SYNOPSIS INCLUDING PRO & CON: Utility Safety and Design, Inc. will operate 14.5 miles of
eight (8) – inch epoxy coated, steel pipeline which will operate at pressures between 225 to 450 psig
and connect to Northern Natural Gas’s pipeline. Additional services include watch & protect,
emergency call-out, ROW maintenance and pipeline integrity.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: $25,200.00
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT:
RECOMMENDATION: Approve the resolution approving Operations and Maintenance Services
Agreement with Utility Safety and Design, Inc.
ATTACHMENTS: I. Agreement.
PREPARED BY: Beth Richardson
REVIEWED BY: Tim Royer TLR
J1L
THE CITY OF WAUKEE, IOWA
RESOLUTION 2020-
APPROVING OPERATIONS AND MAINTENANCE SERVICE AGREEMENT WITH
USDI [CITY OF WAUKEE GAS TRANSMISSION LINE]
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal
Organization; AND,
WHEREAS, the City of Waukee operates a gas utility used for obtaining and distributing
natural gas for consumption within the City, and there is a need to monitor the gas utility
infrastructure; AND,
WHEREAS, USDI has submitted an Operations and Maintenance Agreement to the City of
Waukee for such monitoring services; AND,
WHEREAS, the Waukee Public Works Department, Gas Division, recommends approval of the
agreement;
BE IT THEREFORE RESOLVED by the City Council of the City of Waukee on this 5th day
of October, 2020, that the Operations and Maintenance Service Agreement with USDI [City of
Waukee Gas Transmission Line] is hereby approved.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Anna Bergman
R. Charles Bottenberg
Chris Crone
Larry R. Lyon
Ben Sinclair
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AGREEMENT FOR OPERATIONS AND
MAINTENANCE SERVICES
THIS AGREEMENT, made as of the ____, ___ by and between City of Waukee
(“Customer”), and Utility Safety and Design, Inc. (“USDI”) with offices located at 1927 Miller
Drive, P.O. Box 276, Olney, Illinois, 62450, phone (618) 392-5505 and at 28847 US Highway
136, Unionville, MO 63565, phone (660) 947-3316.
WITNESSETH:
WHEREAS, Customer supplies odorized gas from an interconnect with Northern
Natural Gas (NNG), approximately 14.5 miles north of Waukee, Iowa to City of Waukee town
border regulator station in Waukee, Iowa. The eight (8) -inch, epoxy coated, steel gas
transmission pipeline operates between pressures of 225 and 450 psig.
WHEREAS, Customer desires USDI to perform certain ongoing services as hereinafter
described in connection with the operation and maintenance of the Pipeline in accordance with
applicable law, and USDI desires to do so for the compensation and in accordance with the terms
and conditions set forth herein,
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE I
SERVICES TO BE PERFORMED
USDI shall perform diligently and competently for Customer the engineering services as
described in Exhibit A attached hereto and incorporated herein by reference (the “Services”).
USDI shall be an independent contractor, and not an agent of client, in performing the Services,
and shall accordingly have sole discretion with respect to scheduling, staffing and all other
matters incidental to USDI’s performance of the Services. This Agreement shall not be deemed
to be an agreement for the sale of goods. Any documentary report or other tangible item
furnished under this Agreement will be furnished solely to communicate information relating to
the services to be performed under this Agreement.
ARTICLE II
COMPENSATION
A.Customer shall pay USDI the compensation for services performed on the
following basis:
(1)USDI shall submit a statement to Customer at the beginning of each
month.
(2)Customer shall compensate USDI for Services performed on the following
basis:
(a)standard time rates for USDI’s for the time actually engaged in the
performance of Services not contracted for on a “Fixed Price” basis, plus travel,
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subsistence and other necessary expenses, all as summarized in Exhibit A.2 and
A.3 attached hereto and incorporated herein by reference; and
(b)for Services contracted on a Fixed Price basis as identified in
Exhibit A.1 attached hereto and incorporated herein by reference, Customer shall
promptly pay USDI the amount shown in Exhibit A broken down into twelve
monthly payments as agreed upon. For the first Contract Year of this Agreement
the Operating Fee will be monthly two-thousand one-hundred dollars ($
2,100.00), due and payable on or before the Commencement and at the beginning
of each month thereafter. Each subsequent payment of the Operating Fee will be
due and payable on or before the beginning of each subsequent month during the
term of this Agreement.
(c)the first Contract Year will begin as of the Commencement Date
and continue for a twelve (12) month period thereafter. Each subsequent Contract
Year will begin as of each subsequent annual anniversary of the first Contract
Year for the remaining term of this Agreement.
(d)the Operating Fee due and payable in monthly installments for the
second Contract Year and each subsequent Contract Year thereafter will
automatically escalate effective as of the first day of each Contract Year based on
the GDP Implicit Price Deflator contained in the most recent Gross Domestic
Product, 4th Quarter (Final) Report published by the U. S. Department of
Commerce, Bureau of Economic Analysis, or if discontinued, a similar index as
mutually agreed to by Owner and Operator (“GDP Implicit Price Deflator”). The
escalated annual Operating Fee for a Contract Year will be determined by
multiplying the prior Contract Year’s Operating Fee times the GDP Implicit Price
Deflator. The Operating Fee for the first Contract Year is as stated in Exhibit A
attached hereto. The Operating Fee for the second Contract Year will be the
amount determined by multiplying First Year Operating Fee by the GDP Implicit
Price Deflator. The Operating Fee for the third Contract Year and each
subsequent Contract Year will be the amount determined by multiplying the then
current Contract Year’s Operating Fee by the GDP Implicit Price Deflator.
ARTICLE III
TERMINATION
This Agreement may be terminated at any time by either party by thirty (30) days prior
written notice to the other party. USDI shall be paid for Services provided and reimbursable
costs incurred through the effective date of termination.
ARTICLE IV
INSURANCE
A.USDI will provide and maintain the following insurance with the indicated limits,
with insurance companies qualified to do business in the State of Illinois and/or Missouri with an
A.M. Best rating of A:VII or better, or otherwise acceptable to Customer. Except as provided for
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in Section A. (3) of this Article, such insurance shall be maintained in full force and effect
throughout the term of this Agreement. With the exception of Worker’s Compensation and
Employer’s Liability Insurance, all such policies shall provide that such insurer waives any rights
of subrogation against Customer and its assigns. The Customer or its permissible assigns shall
be named as an additional insured, as their interests may appear on all policies including, but not
limited to, the following:
(1)Worker’s Compensation and Employer’s Liability Insurance in
accordance with the Worker Compensation Law of the State of Wisconsin, and in any
event, to the extent necessary to protect Customer against worker’s compensation claims
arising in connection with the Services. This is to include Coverage B-Employers
Liability for limits of not less than $100,000 each accident. This is to include coverage
under the Broad Form All States Endorsement.
(2)Comprehensive Automobile liability insurance covering any vehicles
owned or leased by USDI. Such insurance shall provide coverage not less than that of
the standard comprehensive automobile policy for limits not less than $1,000,000
combined single limit for each occurrence for bodily injury and property damage.
(3)Commercial General Liability Insurance, including contractual liability,
products and completed operations for all claims for damages for personal injury and
independent contractors, including accidental death, and claims for property damage
which may arise out of, or result from, the construction of the Pipeline. The limits of
liability shall not be less than $1,000,000 per occurrence for injury or death of one or
more persons, and property damage, and $2,000,000 in the aggregate. Coverage shall be
provided on an occurrence basis. There shall be a deductible of no more than $200,000.
B.Primary Insurance. Each liability policy shall be primary without right of
contribution from any other insurance which is carried by Customer or any other additional
insured to the extent that such other insurance provides contingent or excess liability insurance
with respect to Customer’s or any other additional insured’s interest in the Pipeline, and shall
expressly provide that all of the provisions thereof, except the limits of liability, shall operate in
the same manner as if there was a separate policy covering each insured.
C.Evidence of Insurance. Evidence of insurance required hereunder, in the form of
insurance certificates showing, where necessary, that Customer is added as an additional insured
in the above amounts shall be furnished by USDI within fifteen (15) days after execution of this
Agreement or prior to the start of the construction of the Pipeline, whichever is earlier. These
certificates shall provide the following information:
(1)Name of insurance carrier, policy number and expiration date;
(2)Coverage required and the limits on each; and
(3)Name of insured.
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In all such insurance certificates, USDI shall represent and warrant that thirty (30) days prior
written notice shall be provided to Customer by certified mail before the policies are cancelled or
the coverage limits are materially changed.
ARTICLE V
INDEMNIFICATION
A.Indemnification by USDI. To the extent of its negligence or intentional wrongful
act, USDI shall indemnify, protect and hold Customer, its members, managers, officers and
employees harmless from and against all loss, costs, damage, injury or expense (including costs
and reasonable attorney’s fees) resulting from any accident, personal injuries, deaths or damage
to property of whatever kind or nature brought by any person, association or corporation, which
loss, damage or expense is caused by the negligence or intentional wrongful act of USDI in
performing this Agreement.
B.Indemnification by Customer. To the extent of its negligence or intentional
wrongful act, Customer shall indemnify, protect and hold USDI, its directors, officers and
employees harmless from and against all loss, costs, damage, injury or expense (including court
costs and reasonable attorney’s fees) resulting from any accident, personal injuries, deaths or
damage to property of whatever kind or nature brought by any person, association or corporation
which loss, damage or expense is caused by the negligence or intentional wrongful act of
Customer in performing this Agreement.
ARTICLE VI
ASSIGNMENT
This Agreement shall not be assigned by either party without prior written approval of the
other.
ARTICLE VII
APPLICABLE LAW
Throughout the course of the Agreement, the parties will comply with all applicable laws,
ordinances and regulations relating to the subject matter of this Agreement and its performance.
The Agreement shall be interpreted under and governed by the laws of the State of Missouri.
ARTICLE VIII
DRAWINGS, PLANS AND SPECIFICATIONS
All operations materials, emergency procedures manuals, drawings, plans, specifications,
property records, and reports developed by the USDI under this Agreement shall become the
property of Customer, to be used only in connection with the engineering and construction of the
Pipeline. All such drawings, plans, property records, specifications and reports shall, at
Customer’s request, be delivered to Customer upon completion or termination of such Services.
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ARTICLE IX
FORCE MAJEURE
A.As used herein, “Force Majeure Event” shall mean any act, omission or
circumstance occasioned by or resulting from any acts of God, acts of the public enemy, wars,
blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, tornadoes.
windstorms, volcanoes, fires, storms, floods, natural disasters, civil disturbances, explosions,
sabotage, acts of terrorism, Governmental actions, the failure to act of any governmental
authority, the inability to obtain, maintain or renew any applicable permits, changes in applicable
law, shortages of labor or materials, strikes or other labor disputes, the negligence or misconduct
of third persons. or any other events or circumstances not within the commercially reasonable
control of a party hereto which wholly or partially prevents or delays such party from performing
its obligations hereunder; provided, however, that “Force Majeure Event”, shall not include an
act, omission or circumstance arising from the fault of the party claiming that a Force Majeure
Event has occurred or lying within such party’s reasonable commercial ability to prevent.
B.Effect of Force Majeure Event. The parties shall be excused from performing any
of their respective obligations under this Agreement, including payment obligations, and shall
not be liable in damages or otherwise on account of the non-performance of any such obligation,
for so long as and to the extent that such party is unable to perform such obligation as a result of
any Force Majeure Event.
C.Mitigation and Notice. The occurrence of a Force Majeure Event shall not relieve
a party of its obligations and liability hereunder to the extent such party fails to use due diligence
to remove the cause and remedy or mitigate the effects of the Force Majeure Event if, with
diligence, such party could have removed such cause or remedied or mitigated such effects. Any
party whose performance hereunder will be affected by a Force Majeure Event shall give prompt
notice by telephone or facsimile (including a reasonable description of such Force Majeure
Event) to the other party promptly following the affected party’s becoming aware of the
occurrence of such Force Majeure Event. Upon request, the affected party shall provide the other
party with a plan for remedying the effects of such Force Majeure Event. Notwithstanding
anything to the contrary in this Article IX, in no event shall USDI or Customer take any action,
which violates applicable law.
D.Labor Disputes. This Article shall not require the settlement of any strike,
walkout, lockout, or other labor dispute on terms which, at the discretion of the party involved, is
contrary to its interests. It is understood and agreed that the settlement of such labor disputes
shall be at the sole discretion of the patty involved.
ARTICLE X
OTHER OBLIGATIONS OF CLIENT
In addition to other obligations of Customer specified in this Agreement, Customer
further agrees that it shall make available to USDI during normal business hours and upon the
prior written request of USDI, all relevant records and data of Customer relating to the Pipeline
and reasonably necessary to the provision of Services by USDI pursuant to the terms of this
Agreement. In addition, Customer shall promptly inform USDI of:
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A.any problems or unusual events pertaining to the Pipeline that are actually known
to Customer; and
B.any planned additions, changes or revisions to the Pipeline or to the operation
thereof.
Except as expressly provided otherwise in this Agreement or by the written consent of Customer,
USDI shall not disclose to any third party and shall treat as confidential all data or other
information provided by Customer to USDI or otherwise made available to USDI in connection
with the performance of Services pursuant to this Agreement.
ARTICLE XI
NOTICES
Any notice provided for or required hereunder shall be given in writing to the following:
TO CUSTOMER: City of Waukee
Attention:
Title:
TO USDI: Utility Safety & Design, Inc.
28847 US Highway 136
Unionville, MO 63565
Attention:
Title:
Anthony Everette, P.E.
Vice-President
Phone: (660) 947-3316
Fax: (660) 947-3146
Cell: (618) 407-8320
ARTICLE XII
WARRANTY
USDI warrants that (a) the Pipeline will be operated and maintained in good condition, in
accordance with all applicable laws including, without limitation, the IAC 199-10 and the
applicable rules and regulations of the Iowa Utilities Board.
ARTICLE XIII
SEVERABILITY
If any provision of this Agreement is held to be unenforceable, no other provision shall
be affected by that holding, and the remainder of the Agreement shall be interpreted as if it did
not contain the unenforceable provision.
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ARTICLE XIV
MISCELLANEOUS
A.This Agreement constitutes the entire Agreement between the parties with respect
to the terms and conditions under which USDI will perform the Services. No waiver, alteration,
consent or modification or any of the provisions of this Agreement shall be binding unless in
writing and signed by a duly authorized representative of the party to be bound.
B.The provisions of Article IV, V and XI shall survive the termination or
cancellation of this Agreement, or the completion of the Services performed hereunder.
C.This agreement shall be for a period of three years beginning on _____, ______.
This agreement will automatically extend beyond term of additional periods of one year unless
written notice of termination is given by either party at least ninety (90) days prior to the
expiration date.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their authorized representatives, as of the date herein above first written.
Dated:__________, 2020 CITY OF WAUKEE
By:
Title:
Dated:___________, 2020 UTILITY SAFETY AND DESIGN, INC.
By:
Title: Vice-President
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EXHIBIT A
To the Operations & Maintenance Services Agreement
Dated ________, 2020
Between
City of Waukee
And
Utility Safety and Design, Inc.
SCOPE OF SERVICES
1. The following services shall be provided for the fixed fee of $25,200.00 per annum:
Operator will operate Owner’s Facilities consisting of 14.5 miles of eight (8) - inch epoxy coated,
steel pipeline which will operate at pressures of between 225 and 450 psig connected to Northern Natural
Gas pipeline (all as more particularly defined in the Operating Agreement)
Schedule of O&M Requirements covered under the “Operating Fee”:
State Audit Once per year
Record Keeping Ongoing monthly (twelve times per year)
Odorizer Fill Twice per year (Odorant additional charge)
49 CFR §192.605 Plan & Manual Reviews/Updates Ongoing monthly (twelve times per year)
49 CFR §192.465 Cathodic Protection Survey Once per year
49 CFR §192.706 Leak Survey – Class 1 & 2 Once per year
49 CFR §192.706 Leak Survey – Class 3 Twice per year
49 CFR §192.616 Public Awareness Mailings Once per year (Mailings additional charge)
49 CFR §192.615 Public Liaison Once per year
49 CFR §192.745 Valve Inspection & Maintenance Once per year
49 CFR §192.739 Relief Inspections & Maintenance Once per year
49 CFR §192.739 Regulator Inspections & Maintenance Once per year
49 CFR §192.705 Highway Crossing Patrols Four times per year
49 CFR §192.705 Class 1 & 2 Patrols Once per year
49 CFR §192.705 Class 3 Patrols Four times per year
49 CFR §192.481 Atmospheric Corrosion Survey Once every three years
49 CFR §192.625 Odorant Intensity Check Monthly (twelve times per year)
49 CFR §192.609 HCA Survey & House Survey Once per year
49 CFR §192.613 Continuing Surveillance Ongoing monthly
49 CFR §191.29 NPMS Update Once per year
2. Additional Services:
Marking Locates Requests
Watch & Protect
Emergency Call-out
ROW maintenance
Pipeline Integrity testing:
Once every seven (7) years, a pipeline integrity test may be required on any natural gas pipeline which
operates as a transmission line in a high consequence area (HCA). This test can be completed using
either a pressure test method which would require the line to be shut down for one day so the test could
be completed or it can be done using smart pig technology. The cost of this testing is not included the
cost in the contract price.
When and if the test is required, operator will furnish the Owner cost estimates for options available to
them which will meet regulatory requirements in place at that time. The Owner will determine which test
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method is most conducive to their operation of the plant and we will complete testing for the cost of
material and labor used to complete it.
Rates for tasks performed but not covered under the “Operating Fee” will be billed as time and material
work. The billing rates for labor will be charged commencing at the time Operator’s employee or
contractor leaves their current location, office or home. The billing rates for labor and equipment shall be
Operator’s current billing rates. Updated rates shall be provided to Owner at beginning of each calendar
year. Materials will be charged at cost plus 15%.
3. The rates for services identified in Section B of this Exhibit A and for other Services that may be
requested by Customer or required by the state or federal government, but not otherwise described in
Sections A or B of this Exhibit A shall be provided at the following rates:
Personnel Rate Per Hour
Principal Professional Engineer (PE Stamp Design) $ 150.00 per hour
Engineer $ 135.00 per hour
Engineering Personnel (Including OQ Services) $ 125.00 per hour
Technical Personnel and Drafting $ 115.00 per hour
Clerical & Non-Technical $ 81.00 per hour
Transportation - Auto $ .68 per mile
Transportation - Construction $ .78 per mile
Communication At Cost
Subsistence At Cost
Reproduction & Miscellaneous At Cost
Court Or Other Testimony As Expert Witness $3,500.00 per day
Construction* $105.00 per hour/man
*Construction rate includes utility truck, trailers and small tools.
The hourly rates include all payroll taxes, insurance, and overhead.
Overnight Expense $200.00 per night, per man
Equipment Rate Per Hour
Directional Boring Machine $ 150.00
Trencher/Backhoe & Backfill Blade $ 45.00
Backhoe $ 65.00
Mini-Excavator $ 50.00
D-5 Mueller Tap/Stop (3/4” – 2”) $ 90.00 per tap
$ 180.00 per tap and stop
D-5 Mueller Tap/Stop (3” – 4”) $ 145.00 per tap
$ 280.00 per tap and stop
PVC Tapping Equipment $ 25.00
Weld Rig $ 25.00
Air Compressor $ 125.00 /Day
Vacuum Excavator $ 50.00
8" Tap/Stop C136 $2,750.00 /per fitting
6" Tap/Stop C136 $2,500.00 /per fitting
4" Tap/Stop C136 $2,200.00 /per fitting
Materials Cost plus 15%
Odorant $5.25/pound plus mileage