REQUEST FOR PROPOSAL

CONTRACT: 40595

ARC FLASH STUDIES

GRDA GENERATION AND TRANSMISSION

SYSTEM FACILITIES

June 2014

RFP #40595 Advertisement

GRDA Request for Proposals- Arc Flash Studies The Grand River Dam Authority requests proposals for engineering services to perform Arc Flash studies at GRDA Generation and Substation facilities for the purposes of determining arc flash current, energy levels, and ratings of Personal Protective Equipment. Request for Proposal documents are available from Nita Wade at the address listed below, or via email at nwade@grda.com. Sealed Proposals for the Request for Proposals #40595 will be opened at 2:00 p.m. Central Time, June 23, 2014. Proposals received more than ninety-six (96) hours excluding Saturday, Sunday and holidays before the time set for the opening of the Proposals, or any Proposal so received after the time set for opening of proposals, shall not be considered and shall be returned unopened. Proposals shall be submitted in a sealed envelope or box and marked “Arc Flash Proposal – Contract #40595.” Sealed proposals shall be submitted to the following address: Nita Wade; Purchasing Superintendent Grand River Dam Authority Administration Headquarters 226 W Dwain Willis Ave. P.O. Box 409 Vinita, Oklahoma 74301-0409 All proposals that have been correctly submitted and duly received shall be publicly opened and read aloud at the GRDA Administration Headquarters, Vinita, Oklahoma, at the time and date of closing shown above. GRDA may waive any informalities or reject any and all Proposals. Proposals cannot be submitted by telephone, fax machine, telegram or electronic transfer. Bid documents can be found at the following link: http://www.grda.com/bids/rfp-40595

GRDA REQUEST FOR PROPOSALS #40595

ARC FLASH STUDIES

GRDA GENERATION AND TRANSMISSION SYSTEM FACILITIES Project Scope Part 1 GRDA requests the services of an engineering firm to perform the following studies at GRDA facilities: A. A study of the GRDA generation stations and related facilities to calculate arc flash current

and energy levels (in cal/cm2) at locations in each facility for the determination of ratings for Personal Protective Equipment (PPE). The generation and related facility locations are the following: 1) GRDA Grand River Energy Complex (Units 1 and 2); Chouteau, OK

B. A study of the GRDA electrical distribution substations containing metal-clad switchgear to calculate arc flash current and energy levels (in cal/cm2) for the determination of ratings for Personal Protective Equipment (PPE). The facility locations are within the Mid America Industrial Park south of Pryor, OK and are as follows: 1) Redden Substation 2) Hunt Substation 3) Armin Substation

Part 2 A study of the GRDA generation stations and related facilities to calculate arc flash current and energy levels (in cal/cm2) at locations in each facility for the determination of ratings for Personal Protective Equipment (PPE). The generation and related facility locations are the following:

1) Pensacola Dam Hydro generation (Units 1 through 6); Langley, OK. 2) Kerr Dam Hydro generation (Units 1 through 4); North of Locust Grove, OK; 3) Salina Pump Station (Units 1 through 6); Salina, OK. 4) River Pump Station (Switchgear at a pump-house)

Part 3 Assist GRDA in developing arc-flash standards and calculation processes for the generation plants to allow GRDA to revise calculations and determine energy levels when modifications to plant equipment are made in the future. This is an optional part which GRDA may choose to approve after completion of Parts 1 and 2. Further negotiation of scope and costs would be done in preparation of this Task Authorization.

GRDA Arc Flash RFP-20140529 Page 1

Scheduling of work The Engineer shall perform the work required to complete the studies listed in Part 1 first. These studies must be completed within 3 months (90 days) of approval by the GRDA Board. The initial quote provided in response to this RFP will be based only on the work required for Part 1 studies and reports. Once awarded the Part 1 work, the Engineer will then visit the locations listed for the Part 2 surveys and develop an estimate of costs involved for performing on-site inventories and one-line drawings of the electrical systems at these locations and then doing the arc flash studies for them. The Engineer and GRDA will negotiate the costs for the additional work and if an acceptable total can be agreed upon, an additional task authorization will be recommended to complete the Part 2 surveys and studies. Note that there is no guarantee that the Engineer will be awarded the Part 2 section of the work and any such award will require an additional GRDA board approval. Given Board meeting dates, at least a month would elapse between award of the Part 1 and Part 2 tasks, at the earliest. However, if both tasks were awarded, then work on each could progress in parallel. All Part 2 studies shall be completed no later than December 1, 2014. Any work on Part 3 would be done after completion of the first two parts. Scheduling of that work would be after the beginning of 2015 if it were approved by the Board. Outputs The Engineer shall provide the study results in a report format for each listed facility. Include calculations showing fault current and energy levels for each identified location. Provide energy information per the NEC for each identified location. Provide one-line diagrams showing variables used to calculate fault currents for each switchgear, motor control center, power panel, or other piece of equipment identified in the studies. Deliverables Engineer shall provide GRDA with electronic copies of all documentation, studies, one line diagrams, and/or other work products resulting from this contract. Final signed copies of reports shall be provided in .pdf format with unsigned original versions in Microsoft Office formats (Word, Excel, etc.). One line diagrams shall be in AutoCAD format. Engineer shall provide GRDA with two (2) signed paper copies of each of the study reports and one line diagrams. All documents shall become the property of GRDA at the completion of the contract. Documents and files shall not be ‘locked’ or password protected except as needed in forms or tests, in which cases the passwords shall be provided to GRDA staff. Copies of all documents shall be provided to GRDA on CD or DVD.

GRDA Arc Flash RFP-20140529 Page 2

Resources provided by GRDA GRDA has drawings available for the Part 1 study locations. Included with this RFP are drawings from the Unit 1 and Unit 2 coal fired generation in Part 1.A. Substation one-line drawings are provided for the Part 1.B. substations. Detailed drawings are in AutoCAD or paper copy versions, depending upon the age of the documents. Older drawings may only exist as paper copies. The successful Engineer may send personnel to the GRDA facilities to review the available drawings which can then be provided via paper or electronic copies for use in the study. GRDA does not have drawings for the electrical systems at the locations listed in the Part 2 group. The Engineer will need to perform on-site surveys of those locations to document the system prior to performing the studies if awarded a Task Authorization for the Part 2 work. Confidentiality Prior to beginning any work, the Engineer shall sign confidentiality agreements covering all information applicable to this project. Clearance Requirements All Engineer personnel who will be working on-site at GRDA must submit to and pass GRDA clearance checks. These will include, but may not be limited to, identification verification, 7-year background checks, and compliance with GRDA CIP related training as may be required depending upon location, prior to any access to sites. Contract A sample Pro-Forma contract is included. Please note that state law prohibits the Authority from entering into contracts with indemnification and/or limitation of liability provisions. The contract shall be governed in accordance with the laws of the State of Oklahoma. Billing The cost of this work will be under a not-to-exceed contract for the professional services. An estimate of the per-diem, travel, and ancillary services shall be provided as a separate not-to-exceed cost, but included in the overall total authorized for the project. All billing for the Engineer’s work shall be done with itemized accounts based upon the professional service hours expended and out-of-pocket costs incurred during the billing period. Invoices shall be rendered on a monthly basis. No payments will be made beyond the not-to-exceed maximums without additional GRDA approval. Ownership of the documents Upon payment in full of the contract invoice, the ownership of all the materials, reproducibles, CD copies, and any other deliverables provided by the Engineer shall transfer to GRDA. Proposal Requirements Provide five (5) copies of the proposal including the following subparts.

GRDA Arc Flash RFP-20140529 Page 3

1. The Proposal setting forth a work plan of how the Engineer will accomplish the tasks in Parts 1 and 2 discussed above.

2. A time line graph showing the tasks and expected completion dates for the tasks. Note the stated completion dates in this RFP and whether completion dates can be earlier.

3. Detailed resumes of the personnel who will be involved. 4. Detailed cost estimate including all expected project costs for Part 1 work. 5. Detailed estimate of per-diem, travel, and ancillary costs for Part 1 work. 6. A not-to-exceed cost total for services provided on Part 1 of the project. 7. Quoted hourly rates for professional and other employee services which will be used to

determine invoice totals. Hourly labor rates shall not include per-diem mark-ups. Miscellaneous The Authority assumes no responsibility or liability for any costs bidders may incur in responding to this RFP. Engineer will be bound to comply with the provisions set forth herein. Minimum insurance requirements shall be maintained throughout the contract period. Insurance documentation is required as part of completed contract. Limitations This contract is only for the purpose of obtaining arc-flash studies and the other requested documentation identified or inferred by this RFP. There shall be no follow-up design work or engineering designs as a result of or as an enhancement of this contract. If GRDA desires follow-up design engineering as a result of these studies, such work will be contracted under a different document based upon a separate selection process. Attachments 1. Pro-Form Arc Flash Study Services Agreement 2. Confidentiality Agreement-40595 Available after receipt of Confidentiality Agreement: Although the individual drawings in the following lists are not marked “Confidential” on each page, the Engineer is to consider all drawings as confidential documents. 3. Electrical drawings (63 items) from the two GRDA coal-fired units at the Grand River

Energy Center

4. Substation one-line drawings for the following substations a) Armin b) Hunt c) Redden

GRDA Arc Flash RFP-20140529 Page 4

ENGINEERING SERVICES AGREEMENT

CONTRACT 40595

Grand River Dam Authority

and

(Engineer)

TABLE OF CONTENTS

ARTICLE CONTENT

1 Scope of Work

1.1 Description Of Work; Task Authorization 1.2 Engineer's Responsibility 1.3 Owner's Responsibility 1.4 Changes

2 Compensation and Terms of Payment

3 Warranty

3.1 Engineer's Services 3.2 Third Party Items 3.3 Technical Review Services 3.3 Reliance on Data 3.4 Limitations

4 Indemnification

4.1 Bodily Injury and Property Damage Liability 4.2 The Project and Existing Property

5 Insurance

5.1 Commitment 5.2 Certificates

6 Completion and Acceptance

6.1 Scheduled Completion 6.2 Acceptance

7 Termination and Cancellation

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7.1 Termination by Owner 7.2 Termination by Engineer 7.3 Cancellation for Convenience

8 General Provisions

8.1 Independent Contractor 8.2 Safety and Environmental Regulations 8.3 Pre-Existing Conditions 8.4 Force Majeure 8.5 Title to Plans and Specifications 8.6 Confidentiality 8.7 Representations and remedies 8.8 Damages 8.9 Audit and Maintenance of Records 8.10 Assignment 8.11 Subcontracts 8.12 Notices 8.13 Entire Agreement 8.14 Interpretation

EXHIBIT A TASK AUTHORIZATION (TEMPLATE)

EXHIBIT B BILLING RATES

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ENGINEERING SERVICES AGREEMENT

CONTRACT 40595

THIS AGREEMENT, for the performance of engineering services, is executed and made effective as of the ____ day of ______________, 2014, between Grand River Dam Authority, a state agency organized under the laws of the State of Oklahoma ("Owner") and ___________("Engineer").

IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows:

1. SCOPE OF WORK 1.1 Description of Work; Task Authorizations

Engineer shall perform engineering Services ("Services") for a fee ("Fee") in connection with various Owner facilities ("Facilities") in accordance with written Task Authorizations issued by Owner to be attached as a separate Exhibit. Such Task Authorization shall make specific reference to this Agreement and shall be subject to Engineer's written acceptance, and Engineer shall accept or decline a Task Authorization as promptly as practicable under the circumstances. Task Authorizations shall not amend or add to this Agreement in any respect except to describe the scope of Services, the schedule therefore, and the applicable compensation terms. Additional or conflicting contractual terms or conditions may be added only by formal amendment to this Agreement and not through Task Authorization; any such terms and conditions contained in Task Authorization shall be of no force or effect.

1.2 Engineer's Responsibilities

Engineer shall, subject to the terms and provisions of this Agreement:

1.2.1 Furnish the services of all necessary engineers, designers, draftsmen, and other personnel necessary for the Services; and

1.2.2 Appoint one or more individuals who shall be authorized to act on behalf of Engineer and with whom Owner may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon Engineer as to all matters pertaining to this Agreement and the performance of the parties hereunder.

1.3 Owner's Responsibilities

Owner shall at such times as may be required by Engineer for the successful and expeditious completion of the Services:

1.3.1 Obtain all permits and licenses required to be taken out in the name of Owner which are necessary for the performance of the Services; and

1.3.2 Provide Engineer with all known information regarding conditions at the site of the work, and existing specifications, documents and drawings regarding above ground structures and facilities; and

1.3.3 Advise of the existence and undertake the abatement and disposal of hazardous materials, including, but not limited to, asbestos, polychlorinated biphenyls (PCB) or radioactive material or other toxic substances, encountered by Engineer in the performance of the Services; and

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1.3.4 Appoint an individual who shall be authorized to act on behalf of Owner, with whom Engineer may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon Owner as to all matters pertaining to this Agreement and the performance of the parties hereunder.

1.4 Changes

It is the desire of the parties to keep changes in the scope of Services at a minimum, but the parties recognize that such changes may become necessary and agree that they shall be handled as follows: Owner may initiate a change by advising Engineer in writing of the change believed to be necessary. As soon thereafter as practicable, Engineer shall prepare and forward to Owner a cost estimate of the change which shall include the adjustment to Fee applicable thereto. Engineer shall be reimbursed for the costs incurred to prepare such estimate. Owner shall advise Engineer in writing of its approval or disapproval of the change. If Owner approves the change, Engineer shall perform the Services as changed. Engineer may initiate changes by advising Owner in writing that in Engineer's opinion a change is necessary. If Owner agrees, it shall advise Engineer and, thereafter, the change shall be handled as if initiated by Owner. In the event, and to the extent that a change in the law, changed or unexpected site condition, an act or omission of Owner or Owner’s suppliers and contractors, an error or change in Owner-provided information, an event of force majeure as defined in Section 8.4 or any event beyond the reasonable control of Engineer, affects the Services, increases Engineer's costs, or adversely affects Engineer's ability to meet the project schedule, Engineer shall be entitled to a change to the Services and an equitable adjustment in the compensation and performance schedule, as appropriate.

2. COMPENSATION AND TERMS OF PAYMENT

Owner shall pay and Engineer shall accept in full consideration for the Services the compensation described in each Task Authorization.

With the signing of this Agreement, and upon each renewal, the Engineer shall provide GRDA with a summary of the billing rates for engineer services and miscellaneous services which will be used by Engineer for invoicing during the contract year.

3. WARRANTY

3.1 Engineer's Services

Engineer warrants that it will perform the Services in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing Services of a similar nature in existence at the time of performance of the Services. If, during the one (1) year period following completion of the Services under a particular Task Authorization, it is shown that there is an error in the Services as a result of Engineer's failure to meet those standards and Owner has notified Engineer in writing of any such error within that period, Engineer shall reperform, at its costs, such Services within the original Scope of Services as may be necessary to remedy such error.

3.2 Third Party Items

Engineer shall, for the protection of Owner, demand from all vendors and subcontractors from which Engineer procures equipment, materials, or services for the Project guarantees in accordance with Oklahoma law, with respect to such equipment, materials, and services, which shall be made available to Owner to the full extent of the terms thereof.

3.3 Technical Review Services 4

If the Services include a technical review of work performed by Owner’s contractors or consultants, Engineer shall provide such technical review in order for Owner to have a greater degree of confidence that such work will conform generally to the contract document between Owner and Owner’s contractors or consultants. Owner’s contractors and consultants shall remain solely responsible for the quality of the work that Engineer reviews, and Engineer’s review shall not be deemed to be a warranty or guarantee from Engineer regarding the quality of the work reviewed. Owner agrees that its exclusive remedy for defective work reviewed by Engineer shall be from Owner’s contractors and consultants who performed the work.

3.4 Reliance on Data

Engineer shall have no liability for defects in the Services attributable to Engineer's reliance upon or use of data, design criteria, drawings, specifications or other information furnished by Owner or third parties retained by Owner.

3.5 Limitations

The obligations contained in this Article 3 are Engineer's sole warranty and guarantee obligations and to the extent allowed by Oklahoma law, Owner’s exclusive remedy in respect of quality of the Services. Engineer makes no other warranties or guarantees expressed or implied. Owner's failure to (a) properly operate and maintain the Facilities or (b) allow Engineer to promptly make such tests and perform such remedial services as Engineer may deem appropriate, shall relieve Engineer of its warranty relative to such improper operation and maintenance or the subject of such test or service. EXCEPT AS PROVIDED IN THIS ARTICLE, ENGINEER MAKES NO OTHER WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO ENGINEER’S SERVICES AND ENGINEER DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW INCLUDINNG WARRANTIES OF MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE. This Article 3 governs, modifies and supersedes any other terms in this Agreement which address warranties or guarantees or the quality of the Services.

4. INDEMNIFICATION

Engineer and Owner intend that each shall be responsible for its own intentional and negligent acts or omissions to act. Owner shall be responsible for the acts and omissions to act of its officers and employees while acting within the scope of their employment according to the Governmental Tort Claims Act, Title 51 O.S. § 151 et seq. Engineer shall be responsible for any damages to third party property or personal injury to the extent caused by the negligent acts or omissions to act by its officers, employees, or agents, and Engineer agrees to hold harmless Owner of any such claims, demands and liabilities. It is the express intention of Engineer and Owner that this agreement shall not be construed as, or given the effect of, creating a joint venture, partnership or affiliation or association that would otherwise render each liable as partners, agents, employer-employee or otherwise create any joint and several liability. GRDA does not waive any protection it has under the Governmental Tort Claims Act (51 O.S. § 151 et seq.) or any other law.

5. INSURANCE

5.1 Commitment

Commencing with the performance of the Services, and continuing until the earlier of acceptance of the Services or termination of this Agreement, Engineer shall maintain standard insurance policies as follows:

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5.1.1 Workers' Compensation and/or all other Social Insurance in accordance with the statutory requirements of the state, province, or country having jurisdiction over Engineer's employees who are engaged in the Services, with Employer's Liability not less than One Hundred Thousand Dollars ($100,000) each accident;

5.1.2 Commercial General Bodily Injury and Property Damage Liability, and Automobile liability insurance including owned, non-owned, or hired, each in a combined single limit of at least One Million Dollars ($1,000,000) each occurrence for bodily injury and property damage liability. This policy includes Contractual Liability coverage. Engineer agrees to name Owner as Additional Insured on this policy, but only to the extent of Engineer's negligence under this Agreement and only to the extent of the insurance limits specified herein.

5.1.3 Professional Liability Insurance with limits of at least $1,000,000 per claim and in the aggregate covering Engineer against all sums which Engineer may become legally obligated to pay on account of any professional liability arising out of the performance of this Agreement.

5.2 Certificates

Engineer agrees to provide Owner with certificates of insurance evidencing the above described coverage prior to the start of Services hereunder and annually thereafter. Such certificates of insurance shall provide that the applicable insurance policies have been endorsed to provide a minimum of thirty (30) days advance notice to the Owner in the event of cancellation, material change, or non-renewal.

5.3 Property Damage Liability

Owner waives its rights to seek recovery against Engineer for Owner's property damage to the extent such loss or damage is covered by the proceeds of insurance paid to Owner by its property damage insurers. Engineer shall be responsible for such damage not so covered by property insurance proceeds, up to the limit of its liability in Section 8.8.3, to the extent such damage is caused by its negligence or willful misconduct. Both parties shall require their insurers to waive subrogation rights against the other party under any applicable policy of property insurance. In the event construction observation services are requested pursuant to Section 1.2.3, Owner shall require project contractors to include Engineer as an additional insured on the general liability and builders all-risk insurance policies for the construction project.

6. COMPLETION AND ACCEPTANCE

6.1 Scheduled Completion

Engineer shall commence the Services at the time stated in each Task Authorization and shall use all reasonable efforts to prosecute the Services continuously and with due diligence.

6.2 Acceptance

Within ten working (10) days after Engineer completes the Services under a particular Task Authorization, Owner shall advise Engineer in writing of any deficiencies in the Services for which Engineer is responsible under this Agreement. As soon as any such deficiencies are corrected (or as soon as the ten working (10) day period has expired if Owner does not advise Engineer of any such defects within the period), Owner shall accept the Services under that Task Authorization in writing or they shall be deemed accepted.

7. TERMINATION AND CANCELLATION

7.1 Termination by Owner

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Should Engineer become insolvent or bankrupt, or should Engineer commit a substantial breach of this Agreement, and should Engineer thereafter fail to commence proceedings in good faith to remedy such breach within ten (10) days after written demand by Owner, Owner may terminate this Agreement. Upon any such termination, Engineer shall be compensated for all costs incurred and Fee earned for Services then performed in accordance with the provisions of the applicable Task Authorization.

7.2 Termination by Engineer

Should Owner become insolvent or bankrupt or commit a breach or default of any of the covenants or obligations hereunder and (a) fail to remedy the same within ten (10) days after written notice thereof from Engineer if the breach constitutes a failure to pay money, or (b) fail to commence proceedings to remedy the same within ten (10) days after written notice thereof from Engineer and thereafter to proceed diligently in remedying the same if the breach is other than to pay money, then Engineer may terminate this Agreement. Should Engineer so terminate this Agreement, it shall be paid for all costs incurred and Fee earned for Services performed to the date of termination and through demobilization, including any cancellation charges by vendors and subcontractors, all in accordance with the applicable Task Authorization.

7.3 Cancellation for Convenience

Owner reserves the right to cancel the Services under any Task Authorization upon notice in writing to Engineer. Should the Services be so canceled by Owner, Engineer shall be paid for all Fee earned for Services performed to the date of cancellation and through demobilization, including any cancellation charges by vendors and subcontractors, all in accordance with the applicable Task Authorization.

7.4 Term of Agreement

This Agreement shall remain in effect for one (1) year following the effective date unless terminated earlier pursuant to this Article. By mutual agreement, the parties may extend the term annually for up to four (4) years following the effective date.

If the engineering work required for one or more GRDA-approved Task Authorizations is in progress as of the termination date of this Agreement, the Agreement shall be extended as required until the Task Authorization work is completed. No new Task Authorizations may be originated during this extension period, but any necessary Change Orders required to complete pending Task Authorization(s) may be approved and executed based upon the terms of this Agreement.

8. GENERAL PROVISIONS

8.1 Independent Contractor

Engineer shall be an independent contractor with respect to the Services to be performed hereunder, except that any contracts, purchase orders for materials, equipment, supplies and related services pursuant to Section 8.3 will be issued as agent for Owner.

Except as hereinabove noted, neither Engineer nor its subcontractors, nor the employees of either, shall be deemed to be the servants, employees, or agents of Owner.

8.2 Safety and Environmental Regulations

Engineer shall make every reasonable effort to perform the Services in a manner consistent with the Facilities being capable of complying with all applicable safety legislation and with applicable environmental laws, rules and regulations in force at time of development of designs.

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Engineer shall also be responsible for the safety of its own employees at all times during the performance of any Services. Engineer shall not, however, have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures in connection with the construction work performed by Owner's construction contractors; be responsible for the adequacy or completeness of any construction contractor's safety programs, procedures, or precautions; and shall not have the authority to stop work.

8.3 Pre-Existing Conditions

Anything herein to the contrary notwithstanding, title to, ownership of, and legal responsibility and liability for any and all pre-existing contamination shall at all times remain with Owner. "Pre-existing contamination" is any hazardous or toxic substance present at the site or sites concerned which was not brought onto such site or sites by Engineer. To the extent allowed by Oklahoma law, Owner agrees to release, defend, indemnify and hold Engineer harmless from and against any and all liability which may in any manner arise in any way directly or indirectly caused by such preexisting contamination except if such liability arises from Engineer's sole negligence or misconduct.

8.4 Force Majeure

Any delays in or failure of performance by Owner or Engineer, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the control of Owner or Engineer, as the case may be, including but not limited to: acts of God or the public enemy: expropriation or confiscation of facilities; compliance with any order or request of any governmental authority; act of war; rebellion or sabotage or damage resulting therefrom; fires, floods, explosion, accidents; riots or strikes or other concerted acts of workmen, whether direct or indirect; or any causes, whether or not of the same class or kind as those specifically above named, which are not within the control of Owner or Engineer respectively, and which by the exercise of reasonable diligence, Owner or Engineer are unable to prevent.

8.5 Title to Study Results

8.5.1 Study results, original drawings, final project specific calculations and other instruments of service which Engineer prepares and delivers to Owner pursuant to this Agreement shall become the property of Owner when Engineer has been compensated for Services rendered. Owner shall have the right to use such instruments of service solely for the purpose of the construction, operation, and maintenance of the Facilities. Any other use or reuse of original or altered files shall be at Owner's sole risk without liability or legal exposure to Engineer and Owner, to the extent allowed by Oklahoma law, agrees to release, defend, and hold Engineer harmless from and against all claims or suits asserted against Engineer in the event such documents are used for a purpose different than originally prepared even though such claims or suits may be based on allegations of negligence by Engineer. Nothing contained in this paragraph shall be construed as limiting or depriving Engineer of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Agreement.

8.5.2 Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced and Engineer makes no warranty as to the compatibility of these files with any other system or software. Because of the

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potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed drawings will govern.

8.6 Confidentiality

8.6.1 Engineer covenants and agrees that, for a period of five (5) years following completion of the Task Authorization, it will not (except insofar as may be reasonably necessary for the performance of work done hereunder or as required by law) without the prior permission of Owner use, disclose, or permit to be disclosed or (in case of documents) reproduce or permit to be reproduced to any person confidential information acquired from or given by the Owner to Engineer in the course of carrying out Services under this Agreement;

8.6.2 For the purpose of this Article "confidential information" shall include designs, drawings, plans, calculations, formulae, techniques and/or trade secrets or like information which has not been previously disclosed or reproduced without restriction by Owner or has become public knowledge; provided however, Engineer shall be under no liability to treat the information received as confidential unless Owner advises at the time of disclosure that said information is confidential;

8.6.3 All confidential information disclosed by Owner shall remain the property of Owner and be returned on termination of work and shall be used by Engineer strictly for the performance of this Agreement and no other purpose; and

8.6.4 Engineer's confidentiality obligation hereunder shall not extend to information: (i) which, at the time of disclosure, is or becomes a part of the public domain by publication or otherwise through no fault of Engineer; (ii) which Engineer can show was in its possession at the time of disclosure; (iii) which is subsequently disclosed to Engineer by a third party, which information Engineer reasonably believes had not been wrongfully acquired, directly or indirectly, from Owner.

8.6.5 When required by appropriate governmental authority, including governmental regulations, applicable law or regulation, by order of a court of competent jurisdiction or lawful subpoena (hereinafter collectively referred to as "Governmental Authority"), Owner may disclose proprietary information obtained from Engineer or other sources pursuant to such Governmental Authority; provided, however, that prior to making any such disclosure, Owner will: (a) provide Engineer with timely advance written notice of the proprietary information requested by such Governmental Authority and Owner's intent to so disclose; (b) minimize the amount of proprietary information to be provided consonant with the interests of Engineer and the Requirements of the Governmental Authority involved; and (c) make every reasonable effort (which shall include participation by Engineer in discussions with the Governmental Authority involved) to secure confidential treatment and minimization of the proprietary information to be provided. In the event that efforts to secure confidential treatment are unsuccessful, Engineer shall have the prior right to revise such information to minimize the disclosure of such information in a manner consonant with its interests and the requirements of the Governmental Authority involved.

8.6.6 Engineer acknowledges that Owner is an agency of the State of Oklahoma and as such is subject to the Oklahoma Open Records Act, 51 O.S. §§ 24A.1, et seq.

8.7 Representations and Remedies

Engineer makes no representations, covenants, warranties, or guarantees, express or implied, other than those expressly set forth herein and are in lieu of any others available at law or

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otherwise. The parties' rights, liabilities, responsibilities and remedies with respect to the Services, shall be exclusively those expressly set forth in this Agreement.

8.8 Damages

8.8.1 To the extent allowed by Oklahoma law, Engineer shall in no event be responsible or held liable for consequential, incidental, special or indirect damages, including without limitation, liability for loss of use of the Facilities or Owner's existing property, loss of profits, interest, delay damages, product or business interruption, increased costs of operations and maintenance or staffing needs, however the same may be caused.

8.8.2 Owner hereby releases, indemnifies and agrees to hold Engineer harmless from any liability arising solely from Owner's or Owner's assignee's, ownership, use or operation of the Facilities, or any part thereof.

8.8.3 To the extent allowed by Oklahoma law, Engineer's total liability to Owner for all claims, losses, damages, and expenses resulting in any way from the performance of the Services shall not exceed the total compensation received by Engineer under the applicable Task Authorization or $1,000,000, whichever is less.

8.9 Audit and Maintenance of Records

Owner shall have the right to audit and inspect Engineer's records and accounts covering costs hereunder at all reasonable times during the course of the Services and for a period of one (1) year after the acceptance thereof pursuant to Section 6.2; provided, however, that the purpose of any such audit shall be only for verification of such costs and that Engineer shall not be required to keep records of or provide access to those of its costs covered by the Fee, fixed rates, or of costs which are expressed in terms of percentages of other costs.

8.10 Assignment

This Agreement shall not be assignable by either party without the prior written consent of the other party hereto, except that it may be assigned without such consent to the successor of either party, or to a person, firm, or corporation acquiring all or substantially all of the business assets of such party or to a wholly owned subsidiary of either party, but such assignment shall not relieve the assigning party of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.

8.11 Subcontracts

8.11.1 Engineer may subcontract any portion of the Services to a subcontractor approved by Owner. In no case shall Owner's approval of any subcontract relieve Engineer of any of its obligations under this Agreement. Notwithstanding the above, Engineer may have portions of the Services performed by its affiliated entities or their employees, in which event Engineer shall be responsible for such Services and Owner shall look solely to Engineer as if the Services were performed by Engineer.

8.11.2 The requirements in this Contract shall also apply to each succeeding tier of Contractor's subcontractors to the extent applicable to the subcontracted scope of work.

8.11.3 Notwithstanding any other provision in this Contract, Contractor shall be fully responsible for acts and omissions of its subcontractors. Nothing in this Contract shall be construed to create any contractual relationship between GRDA and any subcontractor,

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nor any obligations on the part of GRDA to pay or to see to the payment of any money due any subcontractor of Contractor, except as may be otherwise required by law.

8.12 Notices

All notices pertaining to this Agreement shall be in writing and shall be sufficient when sent registered mail, or E-mailed (with follow-up written confirmation) to:

Grand River Dam Authority 226 W. Dwain Willis Avenue Vinita, OK 74301-0409

Attention: Legal Department

(Engineer’s Address and contact) Attention:

8.13 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto and supersedes any oral or written representations, understandings, proposals, or communications heretofore entered into by or on account of the parties and may not be changed, modified, or amended except in writing signed by the parties hereto. In the event of any conflict between this contract document and any of the exhibits hereto, the terms and provisions of this contract document shall control. In the event of any conflict among the exhibits, the exhibit of the latest date shall control.

8.14 Interpretation

8.14.1 This Agreement shall be governed by and interpreted in accordance with the laws of Oklahoma excluding provisions thereof which govern choice of law or refer to the laws of another jurisdiction.

8.14.2 Headings and titles of Articles, Sections, paragraphs and other sub-parts of this Agreement are for convenience of reference only and shall not be considered in interpreting the text of this Agreement.

8.14.3 To the extent allowed by Oklahoma law, indemnities against, releases from and limitations on liability, and limitations on remedies expressed in this Agreement, as well as waivers of subrogation rights, shall apply even in the event of the fault, negligence or strict liability of the party indemnified or released or whose liability is limited or against whose remedies have been limited and shall extend to the officers, directors, employees, licensors, agents and related entities of such party. Engineer acknowledges Owner’s status as a governmental agency, and agrees that, anything herein to the contrary notwithstanding, Owner does not waive any protection it has under the Governmental Tort Claims Act (51 O.S. § 151 et seq.)

8.14.4 In the event that any portion or all of this Agreement is held to be void or unenforceable, the parties agree to negotiate in good faith to reach an equitable agreement which shall affect the intent of the parties as set forth in this Agreement.

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8.14.5 To the extent allowed by Oklahoma law, the prevailing party, in whole or in part, shall be entitled to reimbursement for all costs and reasonable attorneys' fees in any legal action brought against the other party based on a breach of this Agreement.

8.14.6 In the event Owner uses a purchase order form to administer this Agreement, the use of such form shall be for convenience purposes only, and any typed provision in conflict with the terms of this Agreement and all preprinted terms and conditions contained in or on such forms shall be deemed stricken and null and void.

8.14.7 This Agreement gives no rights or benefits to anyone other than Owner and Engineer and does not create any third party beneficiaries to the Agreement.

8.14.8

IN WITNESS WHEREOF, the parties hereto have executed this contract document as of the date and year first above written.

Grand River Dam Authority (Engineer) By: By:

Name:

Daniel S. Sullivan

Name:

Title: General Manager/ CEO / Director of Investments

Title:

Date:

Date:

Attest: Attest:

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EXHIBIT A

TASK AUTHORIZATION NUMBER (insert number)

ENGINEERING SERVICES AGREEMENT

BETWEEN

GRAND RIVER DAM AUTHORITY

AND

(ENGINEER)

Pursuant to the terms and conditions of the Engineering Services Agreement executed and made effective as of the _____ day of _______________, 2014, by and between Grand River Dam Authority ("Owner") and _______ (“Engineer"), Owner hereby requests Engineer to perform the following Services:

A. Requested Services: This Task Authorization Number (insert number) shall be for the following services: Perform arc flash studies per the RFP at various GRDA facilities.

B. Schedule: Engineer will commence work immediately upon authorization. A detailed schedule with firm dates will be developed at the kickoff meeting.

C. Key Personnel: Key members of Owner’s and Engineer’s project teams are listed below. Engineer will not substitute key project members without Owner’s prior written consent.

Name Position Phone eMail

Grand River Dam Authority

Engineer

Exhibit A- Page 1 of 2

D. Compensation: Engineer will be compensated for the above Services on a Time and Material basis in accordance with the billing rates in effect at the time of the Services Compensation shall not exceed a total value quoted by Engineer for this Task Authorization and approved by GRDA unless additional approval for the change has been approved by GRDA.

E. Method of Payment: Engineer will submit invoices via email as a PDF file. Owner shall pay each invoice within fifteen (15) days of its receipt. Payments to be made to Engineer under this Agreement shall be electronically transferred either by ACH, specifically in CCD+ or CTX format, or wire transfer to the bank account and in accordance with the bank instructions identified in Engineer’s invoice in immediately available funds no later than the payment due date. Engineer’s invoice number and project number shall be referenced in the bank wire reference fields or the ACH addenda information.

F. Disputes: In the event Owner disputes any invoice item, Owner shall give Engineer written notice of such disputed item within seven (7) days after receipt of such invoice and shall pay to Engineer the undisputed portion of the invoice according to the provisions hereof. If Owner fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of eighteen percent per annum, or the maximum amount allowed by law if eighteen percent is a violation of the law, from the date the invoice is submitted until paid according to the provisions of this Agreement. Interest shall not be charged on any disputed invoice item which is finally resolved in Owner's favor. Payment of interest shall not excuse or cure any default or delay in payment of amounts due. In the event Engineer refers this Agreement to a third party for collection or enforcement of its terms, Engineer shall be entitled to reimbursement for all costs and expenses incurred, including a reasonable attorneys' fee. In the event that Owner has an unpaid invoice over 30 days past due, Engineer may, in addition to all other remedies available at law and equity, terminate this Task Authorization

This Task Authorization and the above-referenced Agreement constitute the complete understanding of the parties with respect to the Services referred to. Terms and conditions contained in purchase orders, work orders or other documents issued by Owner with respect to the Services shall be of no force and effect.

IN WITNESS WHEREOF, the parties have executed this Task Authorization on the date(s) indicated below.

GRAND RIVER DAM AUTHORITY (Engineer)

BY: BY: NAME:

NAME:

TITLE: TITLE:

DATE: DATE:

Attest: Attest:

Exhibit A- Page 2 of 2

EXHIBIT B

(Insert Billing Rates)

Exhibit B

RFQ / RFP #

A. For purposes of competitive bid or contract, being of lawful age and first duly sworn on oath, I certify:

1. I am the duly authorized agent of ,

2.

3.

a.

b.

c.

B.

C.

Subscribed and sworn to me this day of , 20

Notary Seal:Notary Public Signature

Administrative Headquarters • 226 West Dwain Willis Avenue • Vinita, Oklahoma 74301 • 918-256-5545

GRDA Finance Form 002A (Revised 07-08-2010)

State of County of

My commission expires:

Grand River Dam Authority is an agency of the State of Oklahoma.

Printed Name Title

My commission number:

Authorized Signature Certified this Date

The contractor further certifies that no person who has been involved in any manner in the development of saidcontract while employed by the State of Oklahoma shall be employed to fulfill any of the services provided for undersaid contract.

If any contract pursuant to this bid is for professional services as defined in 74 O.S. § 85.2.25, and if the final productis a written proposal, report or study, the contractor further certifies that (s)he has not previously provided the stateagency or any other state agency with a final product that is a substantial duplication of the final product of theproposed contract.

Neither the bidder, nor contractor, nor anyone subject to the bidder’s or contractor’s direction or control, hasbeen a party:

to any collusion among bidders in restraint of freedom of competition by agreement to bid at a fixed price orto refrain from bidding,to any collusion with any state official or employee as to quantity, quality or price in the prospective contract,or as to any other terms of such prospective contract, norin any discussions between bidders and any state official concerning exchange of money or other thing ofvalue for special consideration in the letting of a contract, nor, whether competitively bid or not, has paid,given or donated or agreed to pay, give or donate to any officer or employee of the State of Oklahoma anymoney or other thing of value, either directly or indirectly, in procuring this contract herein.

(Company Name)

the bidder submitting the competitive bid which is attached to this statement, for the purpose of certifying thefacts pertaining to the existence of collusion among bidders and between bidders and state officials oremployees, as well as facts pertaining to the giving or offering of things of value to government personnel inreturn for special consideration in the letting of any contract pursuant to said bid;

I am fully aware of the facts and circumstances surrounding the making of the bid to which this statement isattached and have been personally and directly involved in the proceedings leading to the submission of suchbid; and

NON-COLLUSION AFFIDAVIT

GRAND RIVER DAM AUTHORITY

A Non-Collusion Affidavit shall be included with any competitive bid or contract submitted for goods or servicesexceeding $5,000.00 for this Request for Proposal.