Resolution No. 5336
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RESOLUTION NO. 5336
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF VERNON APPROVING AND AUTHORIZING THE
EXECUTION OF A CONSULTING SERVICE AGREEMENT
TO PERFORM ENGINEERING S~RVICES BY AND
BETWEEN THE CITY OF VERNON AND BEN HOLT
COMPANY
WHEREAS, the City of Vernon has approved a project which
includes the purchase of two Allison 571K gas turbine generatQrs
and associated equipment to be installed and in operation.. on ap...
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proximately October 1, 1987, at the Vernon Power Plant, which are
WHEREAS, Vernon requires the services of architects, en'"
gineers and energy and. control consultants to d.esign the gen~r'"
ation facility for said project: and
WHEREAS, the Ben Holt Company is regularly license.dby
law to practice engineering in the.. State of California and is ex...
perienced in projects of this type: and
WHEREAS, the City Council of the City Qf Vernon wishes
to enter into a consulting agreement for design services fora
generation facility with the Ben Holt Company.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCI.L OF
THE CITY OF VERNON AS FOLLOWS:
SECTION 1: That the City Council of the City of Vernon
hereby finds and determines that the recitals cQntained
hereinabove are true and correct.
SECTION 2: That the City Council of the CitY.Qf vernon
28 hereby approves the Agreement, a copy of which has been presented
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to the City Council concurrently with this resolution, and the
City Council hereby orders said Agreement to be received and
filed by the City Clerk.
SECTION 3: That the City Council of the City of Vernon
hereby authorizes the Mayor and the City Clerk to execute said
Agreement for, and on behalf of, the City of Vernon.
SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 16th day of December, 1986.
c..-::'~_ _; ~~
.~Jz.,7~:r-.~." ... .. <
-,~ (LEOI/IS c. MAtBU.-Mayor
ATWT: . // .
F- y/~~/C/
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
)
COUNTY OF LOS ^,,'lGELES )
ss.
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I, BRUCE V. MALKENHORST, City Clerk of the City of
5 Vernon, do hereby certify that the foregoing Resolution, being
6 Resolution No. 5336
, was duly adopted by the City Council of
7 the City of Vernon, and was approved by the Mayor of said City
an adjourned
8 at :x:K/regular meeting of the City Council held on Tuesday,
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14 (SEAL)
December 16
, 1 9. 8 6.
p--/4/~
BRUCE V. MALKENHORST,City
Clerk
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.I~.c,"
1 AGREEMENT FOR DESIGN SERVICES
FOR A.GENERATION FACILITY
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4 This Agreement is made entered-into. and executed this 16th day of
5 becember 1986 by and between the City of Vernon, a municipal corporation,
6 located at 4305 Santa Fe :Avenue., Vernon, California, 90058, (hereinafter referre
7 to as Vernon} and. the. Ben. Holt 'Company, 201 South Lake Avenue, Pasadena,
8 California, 91101, (hereinafter referred to as Holt)..
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10 WHEREAS, the .City of Vernon has approved a project which includes the purchase`
11 of two Allison 571K gas turbine generators and associated equipment to'be
12 .installed and in operation on approximately 10/1/87 at the Vernon Power Plant
13 which are intended to be used to satisfy the peak electricity needs of the City
14 of Vernon, and
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16 WHEREAS, Vernon requires the services. of architects, engineers, energy and
17 control consultants to design the generation facility for ("the project"), and
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19 WI3EREAS,..Holt represents that it is`experienced in projects of this type, and
2~ is ready, willing and able to perform the services called for herein, and-
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22 WHEREAS, Holt is regularly licensed byelaw to practice engineering in the State
23 of California;
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25 NOW, THEREFORE, in consideration of the premises and the mutual promises
26 contained herein, the .parties .hereto agree as follows:
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1 I AGREEMENT
2 Holt hereby agrees to perform certain services for Vernon in accordance
3 with the terms and conditions provided for herein and Vernon hereby agrees to
4 compensate Holt°in accordance with the terms provided for herein.
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6 II RESPONSIBILITIES OF VERNON
7 a. Vernon shall provide information regarding its requirements for the
8 project. Vernon will provide the above information in sufficient time to-allow
9 Holt to keep its schedule commitments as outlined herein.
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11 b. City will.. purchase the gas turbine generator., electrical switchgear,'
12 generator relay/control panel, inlet silencers, evaporative coolers and water
13 demineralizer.
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15 c. City will provide Engineer with vendor approved arrangement drawings fo
1$ all the foregoing equipment, electrical and control diagrams .for the operation
17 of the units, and all flow quantities .and conditions for interconnecting piping
18 and ducts.
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2Q d. City .will provide a soil analysis study. for the location of the gas
21 turbine generator sets toegther with .allowable soil .bearing loads.
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23 III RESPONSIBILITIES OF HOLT
24 a. Holt shall perform various services in a good and professional manner
25 with due diligence and shall be responsible for the professional'.quality,.
26 technical accuracy and the coordination of all designs, drawings, specifications;
27 and other services furnished by Holt under this. agreement understanding that time
28 is of the-essence. .Further, Holt shall, .without additional compensation, correc
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1 or revise any errors or deficiencies in.its designs,-drawings, specifications,
2 and other services...
3 b. Holt. will provide. the .following professional services:
4 1.0 -Civil/structural design services as;followsc
5 1.1' Drawings and calculations for thefoundationfor the gas
g turbine generators.
7 1.2 Hatch opening details for intake ducting and supports for
g intake ducting and intake silencers.
g 1.3 Support details for exhausf ducting and exhaust silencers.
10 1.4 Design of-false ceiling/floor in ,tool rooms to support the
11 intake humidifier and intake. air filter.
12 1.5 Hatch opening details for access to humidifier and air filter.
13 1.6 Miscellaneous piping and equipment supports.
14 1.7 Specification for obtaining bids.
15 2:.0 Piping-and ducting design service. as follows:
16 2.1 Design of intake and exhaust ducting including stress analysi
17 of the exhaust ducting; also. specification for the required
1$ insulation of ducting.
lg 2.2 Design of piping arrangement for cooling. water system to Tube
20 oil coolers,;natural gas to gas turbine-..generators, liquid
21 fuel to gas turbine. generators, fresh water to demineralizer,
22 demineralized water from demineralizer to gas turbine
23 generators. The pipe sizes will be confirmed against flow
24 _ quantities and conditions.
25 2.3 Preparation of bid specification for procurement and
-26 installation of piping and ducting.
27 3.0 Electrical design services as follows:
2$ 3.1 Preparation of electrical ,single line .diagram
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1 3.2 Preparation of electrical plans and .details.
2 3.3 Preparation. of electrical interconnection wiring, diagrams,
3 including-review of interconnection requirements.
4 3.4 Preparation of bid specification for electrical installation
5 `and procurement of materials not included. with gas turbine
6 generator purchase order.
7 III b. All drawings. shall be produced on Mylar reproducibles or equal..
8 c. To label .all information provided to it by Vernon and all notes,
9 files, documents and other data developed in the course of performance hereunder
10 as follows:
11 VERNON
12 PROPRIETARY AND PRIVATE INFORMATION
13 This. data shall not be disclosed, duplicated or used, in whole or in part, for
14 any purpose. other than in connection with the project under which it was
15 provided or developed without the express, written permission of Vernon. ~
16 d. To refrain from the use or reuse of any designs or documents createdor
17 propared while performing hereunder without the specific, current, written
1 8 permission of Vernon. ,
19 IV COMPENSATION
20 a. Holt .agrees to perform the services provided for herein for a total cos
21 not to exceed Forty-Five Thousand Dollars ($45,j11~1~'.~~). Said total costs are
22 comprised of approximately l~d~l~ hours of professional-work at an average cost
23 per man-hour of Forty-Five Dollars ($45.~IpJ). Reimbursable expenses shall be
24 billed as provided for .herein and shall not be considered `part of the guaranteed
25 total cost.
26 b. Holt will undertake to provide said .services on-the basis of
27 reimbursement to Holt for all costs incurred in the direct performance of the
28 work-in accordance with the following formula:
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1 (l)_ Professional services will. be billed at base hourly rates as set
2 forth in the attached Exhibit "B" dated Novemb@r 19$6.
3 (2) For fringe benefits, a sum equal tci 34~ of the total base hou?-1y
4 rates of Holt's employees .engaged in the work to cover payroll taxes, ins~;rance
5 premiums, vacation,. sick. leave, holiday pay :and benefit programs of such
6 employees shall be added. to such base hourly. rates.
7 (3) An amount equal to 35~ of the total costs. for base rates and
8 fringe benefits shall be added to cover indirect costs of services performed
9 by Holt's employees.
10 (4) Out-of-pocket expenses are to be billed as follows:
11 (i) Travel and subistence'at .cost. Automotive travel at
12 3pIG per mile.
13 (ii) Long distance communications and .outside computer.
14 services at cost.
15 (iii) Outside reproduction expense at cost. In-house blueprints
16 at 8-1/2C per square foot. Xerox copies at 1~~ pPr copy..
17 (5) Specialized services not normally performed by Holt, if. any,
18 at cost upon express written approval.
19 (6) A fee of loo of the sum of the .base .rates plus. fringe :benefits
20 plus indirect costs. shall be added to such billings to equal total compensation
21 per. man-hours of services.
22 (7) On or about the 25th day of each month, Holt shall submit ,fully
23 supported. invoices for work performed prior to that date. Vernon shall-pay Holt
24 w.ithint fifteen (15) calendar days of receipt of invoices.
25 v. TERM:-
26 a. It is anticipated that the majority of the services .shall be performed
27 within six,_(h) months of the execution-hereof. Hcwe~~er, Vernon may, by written
28 notice to Holt ter?ninate this contract in whole or in part at any time, for
.convenience or because of the failure of-Holt to fulfill its contras±ual
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1 obligations. Upon receipt of such notice, Holt shall: Immediately discontinue
2 all services affected (unless the notice directs otherwise), deliver to Vernon
3 copies of all data, drawings, specifications, reports, estimates, stimmaries, and
4 .such other information and materials as may-be accumulated by Holt in performing
5 his agreement whether completed or in process, and :assign to Vernon ;any'
6 Subcontracts; purchase orders or other agreements which Vernon requests.
7 b. If the termination is for the convenience of Vernon, an equitahle
8 adjustment in the compensation of Holt shall be made, but no amount shall be
9 allowed for anticipated profit or unperformed services.
10 0. If the termination ?.s due to the failure of Holt to fulfill its-
11 contractual obligations, Vernon may take over the work_ and prosecute the same
' 12 to `completion by contract or otherwise and Vernon shall be compensated by Holt
13 for any engineering costs-it incurs`by virtue of this termination for failure to
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14 perform, but not for consequential damages .
15 VI RIGHT TO INSPECT
1 6 a. Vernon is entitled to inspect Ho't's work in progress at Hnlt's office.
17 Holt shill revise its work in accordance with the written direction of Vernon's
18 representative and shall not deviate from designs or concepts approved by Vernon.
19 However, if Vernon orders thA revision of work<which has been previously
20 approved in writing ther_ the cost'of such revision if any shall be ,extra and
21 compensated for ir. addition to the maximum compensation provided for herein.
22 VII ORANGES IN SCOPE OF :WORK
23 a. The parties hereto recognize and .agree that. it may be necessary for
24 Vernoh to change the>scope'of workprgvided for herein. Vernon may change the
25 scope of .work by notifying: Holt in writing of 'the change and-the ,notice shall
26 become apart of this agreement." Thereafter, the parties-hereto shall agree
27 upon the changes to Holt's schedule and compensation, if 'any, necessitated by
28 the change in scope of 'work and shall execute awritten change order to this
agreement detailing such changes.
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1 VIII ~~.ibcontracting
2 a. .Holt. shall not subcontract all or any portion of the work called for.in
3 this agreement without t}-!e express written permission of Vernon. Such
4 permission, if any is granted, shall not reduce Holt's responsibility to perform
5 in accordance-with this agreement and shall not create any relationship,-
g contractual or otherwise, between Vernen_ard_anysuch approved subcontractor.
7 IX Indemnification
8 a. Holt shall indemnify, defend and hold harmless Vernon,-its officers,
9 employees and agents, from and against all claims and demands,. including costs,
10 ..litigation expenses, counsel fees and liabilities incurred in connection there-
11 with, arising out of injury to, or death of, any person whatsoever or damage
12 to property.. of any kind by shomsoever owned, to the extend caused by the
13 negligent: acts ,.-errors, or omissions of"Holt, or any firm or any other person
14 directly or indirectly.employed by them, or any. of th?m, while engaged in the
15 Performance of the projec*_ or any activity assoc~.ated therewith or relatives
16 thereto.
17 X Insurance
18 a. Holt shall obtain and maintain throughout the life of this agreement
19 ..the following types end amounts of insurance:
20 Worker's Compensation Statutory
21 General Liability $500 000
22 Automobile .Liability $500. 000
23 Personal Injury"Each Person $500,000
24 `Personal Injury Each Accident $500,.000
25 b. Holtshall-supply a certificate evidencing the fact that all of the
26 above coverages .are currently ir. force thrdughout the life of this agreement a_nd ~
27 that Vernon shall receive at least thirty (30) days advance notice of any change
28 ir. or cancellationef any such coverage.
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1 XI Miscellaneous Provisions
2 a. Notices:
3 All notices required herein shall be deemed given forty-eight (48)
4 hours after being .deposited postage prepaid, in the United States mail and
5 sddressed to the parties as followsc
6 Owner: City Administrator
City of Vernon
7 43,f~5 Santa. Fe Avenue
Vernon, CA 9~~58
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.Engineer: The Ben Holt Co.
9 2~d1 South Lake Avenue
Pasadena, CA 911Ql1
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11 b. Assignment
12 Neither 'party hereto may assign its interest or obligations hereunder
13 without the written consent of the other.
14 c. Entire Agreement
15 This agreement and the exhibits and attachments hereto set forth all th
16 covenants, provisions, agreements, conditions and understandings between the
17 parties and there are no covenants, promises, agreements, conditions or under-
-18 standings, either oral or written, between them other than what are herein. set
19 forth.
20 d. Exhibits
21 The exhibits referred to herein. and attached hereto are incorporated
22 heren,by this reference and are .made apart .hereof.
23 e. Governing Law
2¢ This agreement shall be governed by the laws of the State of California
25 both as to interpretation and performance.
26 f. Key. Personnel
27 Attached hereto is Exhibit "A".which lists by name and. project. position
28 the personnel of Holt considered by Vernon to be critical to the proper performa ce
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1 of this .agreement. Holt shall designate a project manager who shall have
2 authority to take all actions required under this agreement on behalf of Holt.
3 Holt shall not remove cr substitute the listed, key personnel without good
4 cause. shown and without the written :consent of Vernon which consent shall not
5 be unreasonably withheld.
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In Witness:Whereof, the partner hereto have executed this agreement or
caused it to be executed the day, month-and year first above written.
CITY OF VERNON
ATTEST : B ' t e
Mayor
~ THE BEN HOLT CO.
City Administrator.
APPROVED AS TO.FORM-
By
Vice Pres' nt
City Attorney
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