HomeMy Public PortalAbout2008.08.13 Idaho Power Technical Services Agreement TerminationHeath Schab
Regional Operations Manager
hscbab@ idahopower.com
Via U.S. Certified Mail,
Return Receipt R equest ed
February 17, 2012
Lind ley Kir kpatrick
City Manager
City of McCall
216 East Park St.
McCall, Idaho 83638
Dear Mr. Kirkpatrick
An lDACORP Company
This letter is to inform that I daho Power Company has c hosen to exercise its right to terminate
the Agreement for Technical Services dated Augu st 13 , 2008, between Idaho Power Company
and the City of McCall, ("the Agreement) ( copy enclosed).
Pursuant to Section 10 of the Agreement, Idaho Power Company hereby gives thirty (30) days
notice that it chooses to terminate the Agreement, effective March 17 , 2012.
Reg ional Operations Manager
Idaho Power Company
(208) 642-6553
1221 W. Idaho St. (83702)
PO Box 70
Boise, ID 83707
An IOACORP company
Idaho Power Company CCIN (Corporate Contract Index Number) ___ _
AGREEMENT FOR TECHNICAL SERVICES
This Agreement for Technical Services ("Agreement"), entered into as of this 13th day of
August, 2008, is between Idaho Power Company, 1220 W. Idaho Street, Boise, Idaho (''!PC")
and City of McCall, 216 E. Park Street, McCall, Idaho ("Customer"). IPC and Customer may
hereafter also be referred to as "Party'' or "Parties".
Customer currently purchases electrical service from IPC. Customer owns and operates electrical
equipment on the Customer side of the point of service from IPC that is necessary for continuous
and reliable service to Customer's business. Customer desires to make arrangements for IPC to
provide technical services ("Services") from time-to-time. While IPC does not desire to bind
itself to provide such requested services, and Customer agrees IPC shall have no duty to respond
to any given request by Customer, the Parties agree that when such services are provided, the
following terms and conditions shall apply.
1. Scope of Services-At the time of a request for Services hereunder, IPC and Customer
shall agree in writing on the Services to be provided. Given the nature of these Services,
the Parties acknowledge that it may not be practicable to agree in writing on the scope of
the Services prior to the Services being provided. However, if no writing is entered into
prior to provision of Services, the Parties agree that promptly following completion of the
Services, IPC shall provide Customer a written descriptio.n of the Services that were
provided. In consideration of !PC's willingness to provide Services in these
circumstances absent a written and signed agreement by the Parties, Customer agrees to
timely pay for the Services in the full amount as invoiced by IPC.
2. Term-This Agreement shall remain in effect until terminated in writing by either Party.
3. Rates and Payment-Customer shall be invoiced at current rates. Rates will be subject to
change from time to time without prior notice. !PC will provide Customer a current rate
quote upon request.
a. Invoiced amounts shall be due within thirty (30) days of the invoice date.
Customer shall pay the entire amount of the invoice, including the amount of any
disputed portion. Disputed amounts shall be paid subject to refund upon
subsequent resolution of the dispute. All past due sums shall bear interest at a rate
of 1 V2% per month (18% per annum).
b. Should collection costs of past due amounts be incurred, Customer agrees to pay
those as well, including reasonable attorney's fees and expenses.
Technical Services Agreement
LGL 107 (4/29/08) -1-IPC
4.
5.
,.,, l>ACORP Comc,anv
Right to Audit-During the period of this Agreement, Company will maintain books,
accounts and supporting documentation as necessary to verify the correctness of any
charges made to Customer and will cooperate reasonably with Customers' access to said
supporting documents as needed by Customer to verify the accuracy of those charges.
Independent Contractor-Services provided by IPC hereunder shall be as an independent
contractor and not as a subcontractor, agent, partner, joint venturer or employee of
Customer.
6. Indemnification-Each Party agrees to protect, defend, indemnify and hold harmless the
other Party, its officers, directors, and employees against and from any and all liability,
costs, and expenses of any nature (including co urt costs and attorney's fees) resulting
from suits, damage claims, and other actions brought by third parties, even if such suits or
claims are completely groundless, which arise as a result of injury to or death of any
person or destruction, loss or damage to property occurring in co1U1ection with, or related
to , this Agreement, but only to the extent such injury to or death of any person or
destruction, loss or damage to property is not due to the negligence of such other Party;
provided, however, that each Party shall be solely responsible for claims of and payment
to its employees for injuries occurring in co1U1ection with their employment or arising out
of any workers compensation law.
7 . Warranty and Limitation of Liability-IPC shall perform Services hereunder in
accordance with IPC standards and specifications, prudent electrical utility practices and
all applicable e lectrical codes. IPC agrees to correct any deficiencies in the Services
provided if they result from negligence of IPC and are reported to IPC i n writing within
thirty (30) days of their completion.
Notwithstanding any other provision s in this Agreement, including but not limited to
paragraph 6 "Indemnification", in no event shall IPC be liable for any indirect, incidental
or consequential damages for anticipated profits or revenue of Customer and/or claims by
third parties which result from or are alleged to result from provision of Services
hereunder. Other than !PC's duty to correct deficiencies as provided above, IPC's total
cumulative liabi li ty for claims of any kind, whether based on contract, tort (including
negligence, gross negligence or strict liability), warranty otherwise, for any loss or
damage relati ng to provision of the Services shall be limited to the invoice amount for
said Services.
8. Delays-IPC shall perform Services hereunder as much as possible within the agreed
upon timeframe. However IPC shall not be liab le for delay due to strike, fi r e, weather
conditions, riot, acts of God, acts of Customer, or any other causes beyond the control of
IPC.
9. System Outages-This Agreement does not provide Customer prefer ential treatment over
!PC's other customers in the restorati on of power during a system outage.
Technical Services Agreement
LGL 107 (4/29/08) -2-IPC
10. Termination-Either Party may tenninate this Agreement upon thirty (30) days prior
written notice.
11. Insurance-During the tenn of this Agreement, Customer and IPC each agree to carry a
minimum of $2,000,000 of insurance covering public liability and property damage with
insurance companies with AM Best Rating of A-VII or better. Evidence of such coverage
shall be provided upon request by either Party. Customer agrees that !PC's self-insurance
coverage of one (I) million dollars shall be credited towards !PC's insurance coverage
requirement herein.
12. Assigrunent-IPC may subcontract any of the Services hereunder, without the written
consent of the Customer.
13 . Miscellaneous-This Agreement shall be governed by and construed in accordance with
the laws of the State of Idaho. This Agreement, any amendments, and any orders for
Service hereunder constitute the entire agreement between the Parties regarding the
subject matter hereof. The Agreement may not be modified except by a written document
executed by authorized personnel of both Parties . Any provision of this Agreement
prohibited or rendered unenforceable by local, state, or federal law shall be ineffective
only to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement.
CUSTOMER
~CA Signatu ~--'
L ,,J. l&, k.,'" k:i2a'.h. '"l
Printed Na~ Signor
Date (
Technical Services Agreement
LGL 107 (4/29/08)
IDAHO POWER COMPANY
,
Signature
Printed Name of Signor
Title of Signor
Date
-3-IPC
An llACORP company
Idaho Power Co mpany CCJN (Corpo rate Contract Index N umber) ___ _
AGREEMENT FOR TECHNICAL SERVICES
Thi s Agreement for Technical Services ("Agreement"), entered into as of thi s 13th day of
Augu st, 2008 , is between Id aho Power Co mpany, 1220 W. Idah o Street, Boise, Idaho ("IPC")
and City of McCall , 2 16 E. Park Street, McC a ll , Idah o ("Customer"). IPC and Customer may
hereafter also be referred to as "Party" o r "Parti es".
Customer currently purchases electrical service from IP C. Customer owns and operates electrical
equipment on the Customer sid e of the point of service from IP C that is necessary for continuou s
and reliable service to Customer's business. Customer desires to make arrangements for IPC to
provid e technical services ("Service s") from tim e-to-t im e. While IP C does not desire to bind
itself to provide such requested services, and C ustomer agrees IPC shall have no duty to respond
to any given request by Customer, the Parties agree that when such services are provided, the
following terms and conditions shall apply.
1. Scope of Services-At the tim e of a request fo r Services hereunder, IPC and Customer
shall agree in writing on the Services to be provided. Given the nature of these Services,
the Parties acknowledge that it may not be practicab le to agree in writing on the scope of
the Services prior to the Services being provid ed. However, if no writing is entered into
prior to provi sion of Services, the Parti es agree that promptly following completion of the
Services, IP C shall prov id e Custom er a written description of the Services that were
prov ided . In co nsideration of IPC 's willingness to provide Services in these
circum stances absent a written and signed agreement by the Parties, Customer agrees to
timely pay for the Services in the full amount as invoiced by IPC .
2. Term-This Agreement shall remain in effect until terminated in wri ting by either Party.
3. Rates and Payment-Custom er shall be invoiced at current rates. Rates will be subject to
change from time to time without prior notice. lPC will provid e Customer a current rate
quote upon request.
a. Invoiced amounts shall be du e within thirty (30) days of the invoi ce date.
Customer shall pay the entire amount of the invoice, including the amount o f any
disputed porti o n. Dis puted amounts shall be paid s ubject to refund upon
subsequent resolution of the dispute. All past due s um s sha ll bear interest at a rate
of 1 Yi% per month (1 8% per annum).
b. Should co llectio n costs of past due amounts be incurred , Customer agre es to pay
those as well, including reasonable attorney's fees and expenses.
Technical Services Agreement
LGL 107 (4/29/08) -1 -IPC
An lOM:ORP company
4. Right to Audit-During the period of this Agreement, Company will maintain books,
accounts and supporting documentation as necessary to verify the correctness of any
charges made to Customer and will cooperate reasonably with Customers' access to said
s upporting documents as needed by Customer to verify the accuracy of those charges.
5. Independent Contractor-Services provided by IPC hereunder shall be as an independent
contractor and not as a subcontractor, agent, partner, joint venturer or employee of
Customer.
6. Indemnification-Each Party agrees to protect , defend , indemnify and hold harmless the
other Party, its officers , directors, and employees against and from any and all liability,
costs, and expenses of any nature (including court costs and attorney's fees) resulting
from suits, damage claims , and other actions brought by third parties , even if such s uits or
claims are completely groundless , which arise as a result of injury to or death of any
person or destruction , loss or damage to property occurring in connection with , or related
to , this Agreement, but only to the extent such injury to or death of any person or
destruction, loss or damage to property is not due to the negligence of such other Party;
provided , however, that each Party shall be solely responsible for claims of and payment
to its employees for injuries occurring in connection with their employment or ari s ing out
of any workers compensation law.
7. Warranty and Limitation of Liability-IPC shall perform Services hereunder in
accordance with IPC standard s and specifications , prudent electrical utility practices and
all applicable electrical codes. IPC agrees to correct any deficiencies in the Services
provided if they result from negligence of IPC and are reported to IPC in writing within
thirty (30) days of their completion.
Notwithstanding any other provisions in this Agreement, including but not limited to
paragraph 6 "Indemnification", in no event shall IPC be liab le for any indirect, incidental
or consequential damages for anticipated profits or revenue of Customer and/or claims by
third parties which re sult from or are alleged to result from provision of Services
hereunder. Other than IPC's duty to correct deficiencies as provided above, IPC 's total
cumulative liability for claims of any kind, whether based on contract, tort (including
negligence, gross negligence or strict liability), warranty otherwise, for any loss or
damage relating to provision of the Services shall be limited to the invoice amount for
said Services.
8. Delays-IPC shall perform Services hereunder as much as possible within the agreed
upon timeframe. However IPC shall not be liab le for delay due to strike, fire, weather
conditions, riot , acts of God, acts of Customer, or any other causes beyond the control of
IPC.
9. System Outages-This Agreement does not provide Customer preferential treatment over
IPC's other customers in the re storation of power during a system outage.
Technical Services Agreement
LGL 107 (4/29/08) -2-IPC
An IOACORP company
l O. Termination-E ither Party ma y tenninate this Agreem en t up on thirty (30) days pri o r
written notice.
11 . In surance-During th e tenn of this Agreement, C ustomer and IP C each agree to carry a
minimum of $2,000,000 of in s urance covering public liabi lity and prop erty damage with
insurance companies with AM Best Rat ing o f A-V U or better. Evi dence of s uch coverage
shall be provid ed upon request by either Party. Customer agrees that IP C's self-ins urance
coverage of one (1) million dollars shall be credited toward s IPC ,s in surance coverage
requirement herein.
12. Assignment-IPC m ay sub contra ct any of the Services hereunder, without the written
co nsent of the Cus tom er.
13. Miscellaneous-Thi s Agreement shall be governed by and co nstrued in accordance with
the laws of the S tat e of Idah o. T hi s Agreement, any amendments, and any orders for
Service hereunder constitute the enti re agreement between the Parties regarding th e
s ubject matter hereof. The Agreement may not be modified except by a written document
executed by authori zed perso nnel of both Parties. Any provi sion of thi s Agreement
prohibited or rendered unenforceable by lo cal , state, or federal law shall be in effective
o nl y to the extent of such prohibition o r unenforceabil ity w ithout invalidating the
remaining provis ions of this Agreement.
CUSTOMER
c~/:d =
s~ ~
Pr&.:;:b Sig~;<~~ k, <. L
Date I
Technical Services Agreement
LGL 107 (4 /29/08)
IDAHO PO WER COMPANY
S ig nature
Printe d Name of S ignor
Title of Signor
Date
M IOACORP company
MASTER AGREEMENT
BETWEEN
IDAHO POWER COMPANY, THROUGH ITS DMSION,
IDAHO POWER SOLUTIONS
AND
CITY OF MCCALL
FOR
TECHNICAL SERVICES
TABLE OF CONTENTS
ARTICLES PAGE
1. DESC'RIPTION OF WORK ......................................................................................... 2
2. TERM OF AGREEMENT ............................................................................................ 2
3. CON SID ERA TION AND PAYMENT ......................................................................... 3
4. RIGHT TO AUDIT ....................................................................................................... 3
5. :INDEPE.NDENT CONTRACTOR ............................................................................... 3
6 . IN'DEI\1N'IFICATI0N ...........................................................•...............•..............•.....•.. 3
7. WARRANTY AND LIM:IT A TION OF LIABaITY ................................................... 4
8. CONFIDENTIAL mFORMA TION ............................................................................ 4
9. DELAYS ........................................................................................................................ 4
10. MAJOR OUT AGES ...................................................................................................... 5
11. TERMIN'ATION ........................................................................................................... 5
12 . :IN"SURANCE .........•.....•••....•••...........•.........•........................................•............•............ 5
13. DEFAULT ..................................................................................................................... 5
14. ASSIGN"MENT .•.•.•..•••......•.....................................••.....•.•..............•....................•....•...• 5
15. GOVE~G LAW AND VE.NU'E .............................................................................. 5
16. MODIF'ICA TIONS ........................................................................................................ 6
17. NOTICES ...................................................................................................................... 6
18. ENT:IRE AGREEMENT ............................................................................................... 6
19. SEVERABil..,ITY ...•.......•............................................................................................... 6
IPCo MTSA-IPS LGL 096 (7/18/06) 1 DR
PARTIES
MASTER AGREEMENT
BETWEEN
IDAHO POWER COMPANY, THROUGH ITS DIVISION,
IDAHO POWER SOLUTIONS
AND
CITY OF MCCALL
FOR
TECHNICAL SERVICES
The Parties to this Master Agreement {"Agreement") are IDAHO POWER COMPANY, THROUGH
ITS DIVISION, IDAHO POWER SOLUTIONS (hereinafter referred to as "Company") and OTY OF
MCCALL (hereinafter referred to as "Custom er'} Company and Customer may also hereinafter be
referred to individually as "Party" or collectively as the ''Parties".
Article 1. DESCRIPTION OF WORK
The services to be provided by Co~any to Customer ("Project Services") are specified in written Project
Services Orders entered into from time to time during the Term of this Agreement.
Customer s hall make available to Colll)any all ingress, egress, a nd access necessary for completion of the
Proj ect Services on C ustomer's facilities . Customer s hall obtain all li censes and permits required for the
perfonnance of s uch Project Services.
Article 2. TERM OF AGREEMENT
This Agreement is made and entered into as of the 1st day of January, 2007, and shall be effective from said
date, unless either Party desires to tenninate this Agreement, for which at least ninety (90) days written
notice shall b e given.
Article 3. CONSIDERATION AND PAYMENT
As consideration for the performance of the Project Services performed under each respective Project
Services Order, Customer shall pay Company, as mutually agreed upon, the compensation in the amounts
set forth in the specifi c Project Services Order. All invoiced amounts for equipment and other items are
due and payable within thirty (30) days of the date of the invoice to Customer . Unless other arrangements
are agreed if payment is not made when due, Customer agrees to pay a charge on the amount past due at
IPCo MTSA-IPS LGL 096 (7/18/06) 2 OR
the rate of one and one-half percent (1 Y2%) per month (18% per annum). Nothing herein shall be deemed
to extend or oth erwise modify Customer's obligation to make payment when du e . Customer agrees to pay
Company fo r all costs and expenses, including reasonable attorney's fees, incurred by Corr1)any in the
coll ection of overdue amounts from Customer.
Article 4 . RIGHT TO AUDIT
During the period of this Agreement, Company wi ll maintain books, accom1ts and supporting
documentation as neces sary to verify the correctness of any charges made to Customer and will cooperate
reasonably with Customers ' access to said s upp orting documents as needed by Customer to verify the
accuracy of those charges .
Article S. INDEPENDENT CONTRACTOR
Company agrees to perform the Project Services pursuant to this Agreement as an independent contractor
and not as a subcontractor, agent, p artner, j oint venturer or emp loyee of Customer. Customer is
contracting with Company to provide the Project Services, and Company reserves the right to determine the
method, manner, a nd means by whi ch the Project Services s hall be p erformed. Customer acknowledges
that CoJ11)any has other clients and Company offers services similar to the Project Services to the general
public. The order of sequence in which th e Project Services are to be performed shall be detennined by
Company in cons ultation with the Customer. To the extent practicable, the Project Services perfonned
shall be in accordance with Comp any standards and specifications, prudent electrical utility practices, and
all applicable electrical codes .
Article 6. INDEMNIFICATION
Each Party agrees to protect, defend, indenmify and ho ld harmless the other Party, its officers, directors,
and employees against and from any and a ll liability, costs, and expenses of any nature (including court
costs and attorney's fees) resulting from s uits, damage claims, and other actions brought by third parties,
even if such suits or claims are COJ11)letely groundless, which arise as a result of injury to or death of any
person or destruction, loss or damage to property occurring in connection with, or related to, this
Agreement , but only to the extent such inj ury to or death of any person or destruction, loss or damage to
property is not due to th e negligence of s uch other Party; provided, however, that each Party shall be solely
res ponsible for claims of and payment to its erq,loyees for injuries occurring in connection with their
erq,loyment or arising out of any workers corq,ensation law.
Article 7 . WARRANTY AND LIMITATION OF LIABILITY
CoJl1)any warrants to Customer that the Project Services provided hereunder will be as specified in the
Project Services Order(s) attached hereto, and will be perfonned by qualified personnel and consistent with
prudent utility practices. Company agrees to correct any deficiencies resulting from its negligent
performance of the Project Services, which are discovered and reported to Company within one ( 1) year
from the date of completion of the negligent Project Services.
Notwithstanding any other provisions in this Agreement, including but not limited to Article 6 .
Inderrmification, in no event shall Co111>any be liable for any indirect, incidental or consequential damages
for anticipated profits or revenue of Customer and clairm by Customer's customers resulting from power
IPCo MTSA-IPS LGL 096 (7/18/06) 3 OR
interruptions. Company 's total cumulative liability for claims of any kind, whether based on contract, tort
(including negligence or strict liability), warranty or otherwise, for any loss or damage relating to
performance of Project Services under this Agreement shall n ot exceed the lesser of: 1) the actual direct
cost of the loss or damage; or 2) an amount equal to three (3) times the sum of (a) and (b) where "(a)" is
the amount invoiced or due the Corq>any for the Project Services upon which the loss or damage claim is
based and "(b )" is the total payments to the Company by Customer under this Agreement for the twelve
(12) month period preceding the claimed loss or damage.
Article 8. CONFIDENTIAL INFORMATION
Each Party will hold and will cause its officers, et11)loyees and other representatives to hold in strict
confidence, unless compelled to disclose by judicial or administrative process ( as to which it will give the
other Party notice and an opportunity to contest disclosure), or, in the opinion of counsel, by other
requirements of law, all documents and information concerning the other Party furnished to it and its
representatives in connection with this Agreement ( except to the extent that s uch infonnation can be shown
to have been (i) in the public domain through no fault of the disclosing Party or its representatives or (ii)
later lawfully acquired from other sources, which acquisition can be demonstrated in writing, unless it or its
representatives know ( or reasonably sh ould know) that s uch other sources are not entitled to disclose such
information) and will not use such information or release or disclose s uch information to any other person,
except as necessary in connection with the performance of this Agreement, provided that such person will
have first been advised of the confidentiality provisions of this Agreement.
Article 9. DELAYS
Corq,any shall not be liable for delays in performance of the Project Services due to strike, fire, unusual
weather conditions, riot, act of God, act of public enemy, acts of Customer, or other similar unforeseeable
causes beyond the control and without the fault or negligence of Company. If such delay causes an
increase in the cost of or the time required for the performance of this Agreement an equitable adjustment in
such provisions shall be made and this Agreement modified in writing accordingly. Customer reserves the
right to bring in outside crews in the case of major delays.
Article 10. MAJOR OUTAGES
C ustomer shall not be given preferential treatment over Company's customers in the restoration of power
during a system outage. Corq>any maintains the ability to manage its system during a major outage that
includes restoring power to its customers and Customer in a safe, timely, logical, and efficient manner.
Customer reserves the right to bring in outside crews in the case of major outages.
Article 11. TERMINATION
Either Party may, at its option, terminate this Agreement, in whole or in part, at any time upon ninety (90)
days prior written notice of termination to the other Party, whether or not the other Party is in default.
Upon any such termination, C ustomer shall pay Company for an Project Services performed by Coll1)any
as of the date of termination . In addition, Customer shall reimburse Company the Company's reasonable
expenses of winding down ongoing Project Services, including the cost of materials purchased and related
to the performance of this Agreement Company shall deliver to Customer any material purchased under
this provision,
IPCo MTSA-IPS LGL 096 (7/18/06) 4 DR
Article 12. INSURANCE
During the Tenn of this Agreement or extensions thereof, Customer and Company each agree to carry a
minimum of $2,000,000 of insurance covering public liability and property damage with insurance
companies with AM Best Rating of A-VII or better.
Article 13. DEFAULT
If either of the Parties to this Agreement should fail to perform any of the duties, conditions, or obligations
required hereunder, then the non-defaulting Party may declare this Agreement to be terminated thirty (30)
days after written notice to the defaulting Party. During the thirty-day period, the defaulting Party shall
have the opportunity to correct the default. If the defaulting Party fails to correct the default by the end of
the thirty-day period, then the non-defaulting Party shall have the option to terminate this Agreement and
have no further duties or obligations. This ARTICLE 13 shall not be construed to restrict the non-
defaulting Party from pursuing any other remedy provided to it by law.
Article 14. ASSIGNMENT
Company shall not transfer or assign its duties under this Agreement without written consent of Customer,
which consent shall not be unreasonably withheld In addition, Co111>any shall not subcontract any of its
duties or obligations under this Agreement to any third party or entity, other than in the ordinary course of
Company 's business, without the written consent of Customer.
Article 15. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.
Article 16. MODIFICATIONS
This Agreement may only be modified by written agreement duly signed by both Parties.
Article 17. NOTICES
All notices required under this Agreement shall be sent to the other Party at the address below:
Customer:
City of McCall
Attn: Lindley Kirkpatrick
216 East Park St.
McCall, ID 83638
IPCo MTSA-IPS LGL 096 (7/18/06) 5
Company:
Idaho Power Company,
Through its division,
Idaho Power Solutions
Attn: General Manager, Idaho Power Solutions
133 Fairfield St N .
Twin Falls, ID 83301
DR
M IDACOIIP COmPlfl'f
Article 18. ENTIRE AGREEMENT
This Agreement, and any Project Services Orders and amendments thereto, shall constitute the entire
agreement between the Parties regarding the subject matter hereof. No other agreements, representations,
or warranties, oral or written, purported1y agreed to by either Party, shall be deemed to be binding with
respect to the subject matter hereof.
Article 19. SEVERABILITY
Any provision of this Agreement prohibited or rendered unenforceable by loca ~ state, or federal law shall
be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement.
Customer:
CITY OF MCCALL
Name: -=~~!....L.=-=="'---'~,.l,.J.._.L~~..1...:.::=:-...1=
(Type or Print)
Title:~\~ n ~ru~
Date Executed: ~ /') Jez)
IPCo MTSA-IPS LGL 096 (7/18/06)
Co~any:
IDAHO POWER COMPANY, IBROUGH ITS
DIVISION, IDAHO POWER SOLUTIONS
By: I~ b ~~Uc;,t'
(S ignature)
Name: Troy D . Knoblich
(Type or Print)
Title: General Manager, Idaho Power Solutions
Date Executed: 3\ r-;)3, \ ci"1 \ \
6 DR
Project Services Order
An IOACORP company
Project Services Order Title
Street Light Maintenance
PS0-01-07
TO MSSA/MTSA-IPS
!
Agreement Date
J anuary 1, 2007
Customer's Authorized Representative
Lindley Kirkpatrick IIPC's Authorized Representative
Troy D. Knoblich
This Project Services Order is entered into pursuant to the t erms and condition s of the Master T echnical Services
Agreement between Idaho Power Company, through its division, Idaho Power Solutions and City of McCall , dated
Ja nuary 1 • 2007.
Customer's Objective
To have Company maintain C ustomer 's four (4) 250-watt street lights located on th e comer ofDeinhard & 3rd Street and
one {l) 250-watt street light located on the comer of Mission & Lake in McCali Idaho and change the bulbs out in the
traffic sfanals l ocated at the aforementioned l ocations.
Scope of Project Services
Company wi ll provide material and labor for replacement of street light bulbs and starter boards, glass cleaning as
requested b y Customer, and the lab or to replace street light fixtures. Customer will be responsible for providing the
replacement street light fixtures, traffic signal bulbs, and traffic control Co~any will have seven (7) working days to
res p ond to a request for servi ce.
Incorporated Documents
I Exhibit A
Compensation for the Services Time of Performance for the Services
CompMy shall be compensated for the Project Services described above as follows :
0 By Fixed Price per Company's Offer. $ ____ _
0 By a not-to-exceed quotation, at hourly rates . $ _______ _
1:81 By time pursuant to hourly rates . Project estimated price. $See Exhibit A
Written authorization required prior to performing Project Services in excess of
estimated price Identified above.
Commencement Date: January 1. 2007
Completion Date: December 31, 2007
Except as provided herein, all terms and conditions of the Master Technical Services Agreement referenced above shall be
incorporated into and become a part of this Project Services Order. ~u:'1~( 1 customer ........ --f---.......i ~M~~.e< 3 b(o)
Tile \ Date I
Approved By: Idaho Power Company, Company
Signature
Title
General Manager,
Idaho Power Sol utions
Schedule of Rates
Schedule of Rates for Calendar Year
2007
Parties to the Master Technical Ser\lices Agreement
EXHIBIT A
TOMTSA-IPS
!
Agreement Date
January 1, 2007
City of McCall and Idaho Power Company, through its division, Idaho Power Solutions
Following are the Labor and Equipment rates associated with technical services requested by C ustomer for acti vities related to
Transmission, Distribution, Telecommunication, and Training.
The following labor rates include property, liability, workers compensation insurance expense, employee benefits, property tax expense,
and after tax profit. The labor, equipment, and materials will be staged and delivered from the neares t workstation possible. All labor is
based on a normal work week: Monday through Friday, 8 :00 a .m . -4 :30 p .m . regular time unless other arrangements are made, such as
four ten hour shifts Monday through Thursday, 7:00 a .m . -5:30 p .m .. Hours not defined as "Regular Time" will have a labor charge of
1.5 times the base rate, as listed below under "Non-Regular Time". Prices do not include materials or other miscellaneous costs that may
occur above the normal scope of work. Materials will be priced at 15% above Idaho Power Company invoice cost and s tores loading.
Individual item costs above $5,000 will be priced at 10% above Idaho Power Company invoice cost and stores loading . Transformers
removed from Idaho Power Company s tock will be assessed a restocking fee.
Upon request, Company can provide Customer with cost estimates and not to exceed pricing based on the rates listed below. Annual cost
adjustments for labor, equipment, and materials occur in January. An updated Exhibit will be automatically generated by Company and
will be sent to Customer for Customer's review.
Labor Pricing (fer Hour):
Drafter II
Engineer, Principal
Foreman, Line Crew
Lineman
Lineman, Apprentice I
Lineman, Apprentice Il
Operator, Constrc Equip II
Re p, Marketing Il -JPS
Specialist, Accounting I -IPS Office Support
Specialist, Accounting Il -IPS Administra tion
Specialist, Meter III
Technician, Electrical Shop I
Technician, Electrical Shop II
Technician, Meter
Tester, Meter Il
Regular Time
$57.28
$112.08
$79.96
$71.49
$43.99
$59.32
$74.35
$74.13
$43.99
$51.08
$55 .06
$64.03
$77.10
$71.49
$55 .06
Non-Regular Time
$85.91
$168.11
$119.94
$107 .23
$65.98
$88.98
$111.53
$111.20
$65.98
$76.63
$82.59
$96.04
$11 5.65
$107.23
$82.59
E quipment Pricing: (I'hese are typical equipment rates, Customer will be billed based on actual equipment used and their
applicable rates.)
150' Bucket $877 .50 Day
Backhoe $36.40 Hour
Linebed/Bucket Truck $32.50 Hour
Low-Boy Trailer $2.60 Mile
Oil Tank.er $195.00 Hour
Passenger Cars $0.49 Mile
Pick Up $0.78 Mile
Pole Trailer $88.40 Hour
Test Trai ler $1.04 Mile
Various Trailers $0.91 Mile
PROJECT SERVICES ORDERS -Upon Customer's request, Company can provide Proje<-1 Services O rders to detail other types of
work requested that do not fit this Exrubit.
-.--...----.,.....a ...... -"-'-...:.=.--=:::.:_~--· Customer Accepted By: Idaho Power Company, Com pany
D~
Signature
General Manager, Id aho Power Solutions
n,e
CITY OF MCCALL
February 2 , 2006
Ms. Liz Haugee
Contract Administrator
Idaho Power Solutions
P.O. B ox 8
Twin Fall s, ID 83303
Dear Ms. Haugee:
Enclosed are the two copies of the Technical Service Agreement and Exhibit 1-06 for
Street Light Maintenance, both s igned b y the McCall City Manager. After th e papers
have b een s igned by your General Manager, please return one fully signed do cum ent to
us.
Thank you!
Sincerely,
Joanne E. York
City Clerk
Enclosures
216 Ea s t Park S tree t • M cCall, Idah o 83638 • (208) 634-7142 • FAX (2 0 8) 634-3038
A Division of Idah o Power Company
Bill Keating
City of McCall
216 East Park Street
McCall, lD 83638
Bill :
P.O .Box8
133 Fairfield Street North
Twin Falls, ID 83303
January 17, 2006
J " 1 9 2006 _:J
E ncl osed are two copies of the Technical Service Agreement and E xhibit 1-06 for Street
Light Maintenance. Please sig n both documents, retain one for yo ur records and return one back
to me. Give me a call at (208) 73 6-3466 if you have any questions. We look forward to working
with yo u!
Encl osures
Boise (800) 587,9778 • Twin Falls (208) 736-3465 • Fax (208) 736-3253 • Ce ll ular(208) 861-9274
IPS LETIERHEAD.doc • Page 1 of 1
1/16/2006 • 1:29 PM
TECHNICAL SERVICE AGREEMENT
j I ------1
THIS AGREEMENT is made and entered into as of the :i i ~y 6.---------'
=};.....:a:...;_;·""';...=;v=~""'"~:......;'-f=f----' 20~. by and between :
City of McCall
216 East Park Street
McCall , Idaho 83638
hereinafter called "Owner," and
Idaho Power Company, through its division ,
Idaho Power Solutions
P. 0. Box 8
133 Fairfield St. N.
Twin Falls, Idaho 83303
hereinafter called "Contractor". Owner and Contractor may also be referred to in this
Agreement individually as "Party" or collectively as the "Parties ."
IN CONSIDERATION of the mutual promises and covenants herein
contained , and for other good and valuable consideration , the Parties agree as follows :
AGREEMENTS
1. Scope of Services. The services to be provided by Contractor to
Owner ("Project Services") are specified in the Exhibit(s), attached hereto.
2 . Compensation . Payment and Financial Condition . Any order for
services or other items by Owner shall constitute a representation that Owner is solvent.
If, in the judgment of Contractor the financial condition of Owner at the time of an order
or delivery does not justify the terms of payment specified , Contractor reserves the right
to require from Owner full or partial payment or other adequate assurance of
performance before delivery. Contractor reserves the right to suspend its performance
until such payment or adequate assurance of performance has been received .
1
All invoiced amounts for equipment and other items are due and payable within
thirty (30) days of Contractor mailing the invoice to Owner. Unless other arrangements
are agreed if payment is not made when due , Owner agrees to pay a charge on the
amount past due at the rate of one and one-half percent (1 %%) per month (18% per
annum) or the maximum lawful rate , whichever is less . Nothing herein shall be deemed
to extend or otherwise modify Owner's obligation to make payment when due . Owner
agrees to pay Contractor for all costs and expenses, including reasonable attorney's
fees , incurred by Contractor in the collection of overdue amounts from Owner. For
providing the Project Services , Contractor shall be paid by Owner in the amounts
specified in the Exhibit(s), attached hereto.
3 . Right To Audit. During the period of this Agreement, Contractor will
maintain books , accounts and supporting documentation as necessary to verify the
correctness of any charges made to Owner.
4 . Responsibility of Contractor. Contractor is an independent
contractor , and Contractor's employees shall not be deemed to be employed by Owner.
Owner is contracting with Contractor to provide the Project Services , and Contractor
reserves the right to determine the method, manner, and means by which the Project
Services shall be performed. Owner acknowledges that Contractor has other clients
and Contractor offers services similar to the Project Services to the general public. The
order of sequence in which the Project Services are to be performed shall be
determined by Contractor in consultation with the Owner.
5 . Warranty and Limitation of Liability. Contractor warrants to Owner
that the Project Services provided hereunder will be as specified in the Exhibit(s),
attached hereto, and will be performed by qualified personnel.
Contractor agrees to correct any deficiencies resulting from its negligent
performance of the Project Services, which are discovered and reported to Contractor
within one year from the date of completion of Contractor's services hereunder. Except
2
for the obligation to indemnify Owner against third-party claims provided in Section 6 ,
Contractor shall only be li able to Owner for loss or damage arising out of, or in
connection with , Contractor's negligent performance of this Agreement.
In no event shall Contractor be liable to Owner for specia l or
consequential damages , including lost profits, either in contract or in tort, whether or not
the possibility of such damages has been disclosed to Contractor in advance, or cou ld
have been reasonably foreseen by Contractor.
6 . Indemnification . Each Party agrees to protect, defend , indemnify
and holp harmless the other Party, its officers, directors, and employees against and
from any and all liability, costs , and expenses of any nature (including court costs and
attorney's fees) resulting from suits , damage claims , and other actions brought by third
parties, even if such suits or claims are completely groundless , which arise as a result
of injury to or death of any person or destruction , loss ~r damage to property occurring
in connection with , or related to , this Agreement, but only to the extent such injury to or
death of any person or destruction , loss or damage to property is not due to the
negligence or other breach of legal duty of such other Party; provided , however, that
each Party shall be solely responsible for claims of and payment to its employees for
injuries occurring in connection with their emp loyment or arising out of any workman's
compensation law.
7. Proprietary Information. Owner and Contractor shall exchange
such technical data and other information as is reasonably necessary for each to
perform its respective obligations hereunder.
Any information furnished by either Party ("Disclosing Party") to the other
Party ("Receiving Party"), either written or oral, shall be identified as containing or not
containing proprietary information . Any information other than that identified as
proprietary information shall not be restricted as to use by the Receiving Party. The
Receiving Party shall, at all times during the performance of this Agreement and
3
continuously thereafter, keep confidential all such proprietary information supplied or
communicated to it. The Receiving Party shall use the same degree of care to avoid
disclosure or use of the proprietary information as the Receiving Party employs with
respect to its own proprietary information of like importance, and represents that it has
adequate procedures to protect the secrecy of such proprietary information . Upon
termination of this Agreement, proprietary information and any copies thereof shall be
promptly returned to the Disclosing Party , or destroyed at the election of the Disclosing
Party .
Neither the Owner nor the Contractor shall disclose proprietary
information to third Parties except as may be necessary in connection with the services
provided hereunder, and in any event shall take reasonable steps to protect the secrecy
and confidentiality of the proprietary information . Disclosures may be made internally to
the employees of either Party on a "need to know" basis .
Contractor shall not make any written or verbal statements to any press or
news media , including statements made for advertising purposes concerning the project
work , without the prior written authorization of the Owner.
8 . Responsibility of Owner. Owner will designate a representative to
review and accept documents submitted by Contractor and represent Owner in all
matters associated with this Agreement. The representative shall be empowered to
render decisions and provide information in a timely manner that will not delay the
orderly progress of the work . Contractor is entitled to rely upon the information and
decisions furnished by the Owner's representative . Owner's acceptance of documents
hereunder shall not be deemed to relieve the Contractor of its professional
responsibility for the technical adequacy of its work .
9 . Termination and Assignment. Owner may, at its option , terminate
the Agreement, in whole or in part, at any time by delivering written notice of termination
to Contractor, whether or not Contractor is in default. Upon any such termination ,
4
Contractor shall waive any claims for damages , including loss of anticipated profits on
account thereof, but as the sole right and remedy of Contractor, Owner shall pay
Contractor in accordance with Section B below; provided, however, that those
provisions of the Agreement which by their very nature survive final acceptance under
the Agreement shall remain in full force and effect after such termination to the extent
provided in such provisions .
A . Upon receipt of any such notice , Contractor shall , unless the
notice requires otherwise:
1. Immediately discontinue work on the date and to the extent
specified in the notice ;
2 . Place no further orders or subcontracts for materials ,
services or facilities , other than as may be necessary or required for completion
of such portion of work under the Agreement that is not terminate;
3 . Promptly make every reasonable effort to obtain cancellation
upon terms satisfactory to Owner of all orders and subcontracts to the extent
they relate to the performance of work terminated or assign to Owner those
orders and subcontracts and revoke agreements specified in such notice;
4. Assist Owner, as specifically requested in writing , in the
maintenance, protection and disposition of property acquired by Owner under the
Agreement.
B. Upon any such termination , Owner will pay Contractor an
amount determined in accordance with the following (without duplication of any item):
1. All amounts due and not previously paid to Contractor for
Project Services completed in accordance with the Agreement prior to such
notice and for work thereafter completed as specified in such notice;
5
2 . The cost of settling and paying claims arising out of the
termination of work under subcontracts or orders as provided in Subsection A-3
above ;
3 . The reasonable costs incurred pursuant to Subsection A-4
above ;
4. Any other reasonable costs incidental to such termination of
Project Services .
The foregoing amounts shall include a reasonable sum , under all of the
circumstances, as profit for all work satisfactorily performed by Contractor.
Contractor may terminate this Agreement in the event of non -payment of
costs and fees as specified herein or if Owner is in material breach of any provision of
this Agreement.
10. Assignment. Neither this Agreement nor performance of any of the
Project Services shall be subcontracted or assigned by either Party without the prior
written approval of the other.
11 . Governing Law and Venue . This Agreement shall be governed by
and construed in accordance with the laws of the State of Idaho.
12. Modification. This Agreement may not be modified except by a
writing duly signed by both the Parties hereto.
13 . Notices . All notices required or permitted to be given under this
Agreement shall be sent to the other Party by certified mail to the addressee and at the
address shown below:
OWNER :
City of McCall
216 East Park Street
McCall , ID 83638
6
CONTRACTOR :
Idaho Power Company, through its
division , Idaho Power Solutions
P. 0 . Box8
133 Fairfield St. N .
Twin Falls , ID 83303
14. Complete Agreement. This Agreement contains the entire
Agreement between the Parties with respect to the matters covered herein . No other
agreements , representations , or warranties , oral or written , purportedly agreed to by
either Party, shall be deemed to be binding with respect to the subject matter hereof.
15 . Enforceability. Should any provision of this Agreement be held to
be inval id or other unenforceable for any reason , the remaining provisions hereof shall
remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have entered into thi s
Agreement effective as of the day and year first herein above written.
OWNER: CONTRACTOR:
CITY OF MCCALL IDAHO POWER COMPANY, THROUGH
ITS DIVISION, IDAHO POWER SOLUTIONS
By ¥n~~~~~>
Its: General Manager. Idaho Power Solutions
7
A Division of Idaho Power Company Exhibit 1-06
Exhi bit 1-06 is in conjunction with the Technica l Serv ice Agreement dated the 3 ( "':> + day of
January, 2006 by and between the C ity of McCall , hereinafter referred to as "Owner", a nd Idaho Power
Company, through its division, Idaho Power Sol utions, hereinafter referred to as "Contractor".
Street Light Maintenance
Contractor agrees to maintai n Owner's four (4) 250-watt street lights lo cated on the corner of
De in hard & 3rd Street, and one (1) 400-watt street li ght lo cated on the comer of Miss ion & Lake in
McCall, Idaho. Contractor further agrees to c hange the bulbs out in the traffic signals located at the
aforementioned locat ions.
Contractor wi ll provide material a nd labor for replacement of street light bu lbs and starter
board s, glass c leaning as req uested by Owner, and th e labor to replace street light fixtures. Owner will
be respons ib le for provid in g the re placement street light fixtures, traffic s ignal bulbs, and t raffic contro l.
Cont ractor w ill have seven (7) worki ng days to respond to a req uest for service.
Owner w ill reimburse Contractor fo r the aforement ioned se rvi ces based on the t ime and
material s rates listed below. Annual cost adjustments for man power, equipment, and materials occu r in
January. An updated exhibit will be automatically generated by Contracto r and will be sent to you for
your rev iew.
PRICING SCHEDULE
The quoted labor costing includes property, liability, workers compensation insurance expense,
em pl oyee benefits, property tax expe nse and after tax profit. The labor, equipment and materia ls w ill be
staged and delive red from th e nearest workstation possible. All labor is based on a n orma l work week:
Monday through Friday, 8:00 a.m. -4:30 p.m. regular time un less other a rrangements are made , such as
four ten ho ur shifts Monday th ro ugh Thursday, 7:00 a.m. -5:30 p.m.. Hours not d efined as "Regu lar
Time" w ill have a labor c harge of 1.5 t imes the base rate.
Pri ces do not include material s or other miscellaneou s costs that may occur above the norma l
scope of work . Materials will be priced a t 15% above Idaho Power Com pany invoice cost and stores
loadin g. In dividual items costs above $5 ,000 w ill be priced at 10% above Idaho Power Company invoice
costs a nd stores loading. Transformers removed from Idaho Power Company stock will be assessed a
restock in g fee.
T&MCosting
Manpower Pricing:
Classification
Admin istrati on
Apprentice Lineman I
Apprentice Lin eman II
Engineer
Engineerin g Layout Technician
Foreman (Li ne Crew/Substation Tech )
Li neman/Substation Mechan ic
Office Support
Re lay Tec h nician
Substation/Meter Technician
Substation Manager
Uti lity Spec ialist
Regular Time
(Per Hour)
$49.60
$42.70
$57.60
$83.61
$69.38
$77.64
$69.40
$42.70
$74.73
$69.40
$86.84
$71.94
MCCALL STREET LIGHT MAINTENAN CE -EXHIBI T 1-06 -Page I o f 2
Non-Regular Time
(Per Hour)
$74.40
$64.05
$86.40
$125.42
$104.07
$11 6.45
$104.10
$64.05
$112.10
$104.10
$130.26
$107.91
Equipment Pricine:
Backh oe
Ho le Di gger Truck
Lin ebed or Bucket Tru ck
Passenge r Ca rs Ve hi c le Mileage
Pickup Vehicle Mi leage
Var io us Trailers
City of McCall
ByL~K+*L,
Its: L ,~ J::1~~
Dated : I /-.,, j Q/,,
I
$36.40
$71.5 0
$32.5 0
$ 0.49
$ 0 .64
$ 0.91
Per Hou r
Pe r Hour
Per Ho ur / Eac h
Per Mil e
Per Mile
Per Mile
Idaho Power Company, through its divi sion,
Idaho Power Solutions
By\sb..ocr c(.~~ k_
Its: General Manager , Idah o Powe r Solutions
The following scenarios are shown as examples only. The price will be adjusted accordingly
based on actuals using the pricing schedule listed above.
Maintenance on Photocells, Bulbs, and Ballasts (One Fixture)
Scenario #1
Scenario #2
No Mobilization -Project is scheduled along with oth er crew work, resulting in no
mobilization costs.
Service Description Otv. Rate #of Hrs Total
Manp owe r $69.40 0.5 $34.70
Bucket Tru ck $32.50 0.5 $16.25
JOB TOTAL $.50...25
Mobilization -Project is requested separate from other crelv work, resulting in
mobilization costs.
Service Description
Manpowe r
Travel
Bucket Tru ck
JOB TOTAL
Otv. Rate
$69.40
$69.40
$32.50
#of Hrs
0 .5
2
2.5
Total
$34 .7 0
$138.80
$81.25
$254.75
MCCALL STREET LIGHT MAINTENANCE -EXHIBIT 1-06 -Page 2 of 2
City Hall
216 East Park Street
McCa ll , ID 83638
(208) 634-71 42 phone
(208) 634-3038 fax
Fax
Co:
Fax:
Phone:
Re:
D For Your Review
• Comments:
0 ,,.. I
\ "') .. ~ \
City of McCall, Idaho
Pages: / 0
Date:
CC:
D Plea se Reply 'if5 Requested
~--l
If you do not receive all of the pages, please call me at (208) 634-7142,