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Resolution No. 79196 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 PxM PA= RESOLUTION NO.-7919 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE CITY OF VERNON AND DELTA STAR, INC. REGARDING THE MALBURG GENERATING STATION PROJECT WHEREAS, on July 18, 2001, the City Council of the City of Vernon adopted Resolution No. 7808 approving a contract with Delta Star, Inc. ("Delta Star") pursuant to its proposal for two (2) step-up transformers for the Malburg Generating Station Project (the "Project"); and WHEREAS, Delta Star's proposal also contained a quote for two (2) three-phase step-up transformers (the "three-phase transformers"), which the City determined would be purchased at a later date; and WHEREAS, the Utilities Department of the City of Vernon has requested that the City purchase the three-phase transformers for the Project, one to be utilized to support the steam turbine generator and one to be used as an emergency spare by either the combustion or steam turbine generators; and WHEREAS, staff have determined that Delta Star can provide the three-phase transformers for the same price previously quoted in its proposal submitted last year; and WHEREAS, the Utilities Department has determined that the expedited purchase of the three-phase transformers for the Project from Delta Star, the previous supplier, will maintain compatibility among the transformers, assist Vernon in meeting its short and long term electricity goals and is in the public interest; and WHEREAS, on February 25, 2002, the Finance Committee • 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 recommended that the City Council approve the recommendation of Bruce V. Malkenhorst, the Director of Finance, dated February 21, 2002, that the three-phase transformers be purchased from Delta Star and that an equipment purchase contract be approved and executed; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Delta Star for the purchase of the three-phase transformers for the Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Equipment Purchase Contract with Delta Star, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Contract to: Delta Star, Inc. Attn. Liz Finch, Contract Administrator 270 Industrial Road San Carlos, CA 94070-2602 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: 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 27th day of February, 2002. ATTEST: BRUCE V. MALKENHORST, City Clerk EONIS C. MALftTRG, Ma or - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES } I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 7919, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Wednesday, February 27, 2002, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT AV 1 EQUIPMENT PURCHASE CONTRACT 2 3 THIS AGREEMENT is made, entered into and executed in 4 duplicate originals, either copy of which may be considered and used as 5 the original hereof for all purposes, as of this day of February 6 2002, in the City of Vernon, County of Los Angeles, California 7 BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as the "City") 8 4305 Santa Fe Avenue 9 Vernon, CA 90058 AND DELTA STAR, INC. 10 (hereinafter referred to as "Delta Star") 11 270 Industria-1 Road 12 San Carlos, CA 94070-2602 13 RECITALS 14 WHEREAS, the City's Utilities Department has determined that 15 the City is need of certain equipment as part of its endeavor to 16 increase the City's electric generation capacity; and 17 WHEREAS, Delta Star has advised the City that it can provide 18 the equipment required by the City; and 19 WHEREAS, the City desires to enter into an agreement with 20 Delta Star to provide for the purchase of two (2) generator step-up 21 power transformers for the Malburg Generating Station Project; and 22 WHEREAS, Delta Star represents that it is qualified and 23 capable of providing the type of equipment the City requires and is 24 willing to do so on the terms and conditions set forth below. 25 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 26 FORTH HEREIN: 27 1. Purchase. 28 Delta Star agrees to sell and deliver two (2) generator step- 1 up power transformers as set forth and described in detail in the 2 Proposal, a copy of which is attached hereto as Exhibit "A" and 3 incorporated herein by reference. 4 2. Time of Performance. 5 Delta Star's performance as identified herein shall commence 6 upon the signing of this Agreement and shall be completed by Delta 7 Star, unless terminated or extended. 8 3. Price. 9 Delta Star agrees to sell and deliver two (2) generator step- 10 up power transformers described in its Proposal for the amount of Four 11 Hundred Fourteen Thousand Four Hundred Sixty Dollars and No Cents 12 ($414,460.00) per unit for the total sum of Eight Hundred Twenty -Eight 13 Thousand Nine Hundred Twenty Dollars and No Cents ($828,920.00), 14 excluding tax. 15 4. Payment Terms. 16 The City agrees to pay Delta Star progress payments as 17 follows: after delivery of the equipment and acceptance by the City, 18 Delta Star shall invoice the City. The City agrees to pay Delta Star 19 for the full amount of the equipment within thirty (30) days after the 20 City's testing and acceptance of the equipment and the City's receipt 21 of an invoice from Delta Star. 22 5. Change and Extra Services. 23 The City reserves the right to request changes in the 24 equipment design, delivery dates, or additions to or deletions from the 25 equipment purchased from Delta Star. All such changes shall be 26 incorporated in written change orders executed by the City and Delta 27 Star that shall specify the changes ordered and the adjustment of 28 prices, delivery schedules and warranties. Any equipment or services - 2 - 1 added to this Agreement, under this section, shall be executed under 2 all applicable conditions of this Agreement. No claim for additional 3 compensation or extension of time shall be recognized unless contained 4 in a duly executed change order. 5 6. Cancellation/Default. 6 A. This Agreement may be terminated by the City for its 7 convenience upon fifteen (15) days prior written notice and upon 8 payment of reasonable and proper termination charges, including, but 9 not limited to, all costs incurred or committed prior to the effective 10 date of notice of termination and all charges incurred by Delta Star in 11 connection with the termination, plus reasonable overhead and profit. 12 B. In the event that Delta Star commits a breach of a 13 material condition of this Agreement, the City shall notify Delta Star 14 in writing of said breach and if Delta Star has not cured or begun 15 reasonable efforts to cure after fifteen (15) days of receipt of said 16 notice, and fails to diligently pursue corrective action, then the City 17 shall have the right to cancel this Agreement. Delta Star shall be 18 responsible for any direct costs due to the City's re -procurement of 19 the equivalent of the equipment or services cancelled from Delta Star. 20 7. Confidential Information. 21 A. Access to Confidential Information. The City may 22 provide Delta Star with, or allow Delta Star access to, certain 23 information not available to the public concerning, but not limited to 24 the City, or businesses located in the City. The information may 25 include, but is not limited to, company information, taxes, sales, 26 value of assets, utility usage, or other such information. All such 27 information shall be known as "Confidential Information" and may not be 28 used to circumvent the responsibility of either party to this - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement. 0 No Disclosure. Except as expressly permitted, Delta Star shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of the City. Delta Star shall return any written Confidential Information, and all copies made of such items, to the City upon the City's written request, but in any event not later than the date that Delta Star has performed all services to be performed pursuant to this Agreement. Delta Star hereby agrees that such Confidential Information and any documents provided may be used by Delta Star only as authorized by the City. Delta Star shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Delta Star shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. D. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Delta Star acknowledges that in of such breach or threatened breach of said provisions, the City would have no - 4 - 1 adequate remedy at law. 2 8. Warranties. 3 Delta Star warrants title to the equipment purchased 4 hereunder and any part thereof to be free of any claim of any security 5 interest, lien or any encumbrance. Delta Star also warrants that the 6 equipment will be delivered new and shall be free from defects in 7 material and workmanship for the warranty period of twelve months from 8 operation. All manufacturers' warranties, any warranties typically 9 provided by Delta Star, and any other warranties made applicable by law 10 shall apply to the parts and labor provided by Delta Star. 11 9. Compliance with Laws. 12 Delta Star shall strictly observe and comply with all 13 applicable federal, state, and local laws, ordinances and regulations 14 governing this sale, including but not limited to any permit or license 15 requirements of the United States Department of Commerce, as well as 16 any laws of the United States of America. 17 10. Governing Law. 18 The validity, interpretation and performance of this 19 Agreement shall be controlled and construed under the laws of the State 20 of California as enacted and in force at the time this Agreement is 21 fully executed. 22 11. Forum Selection. 23 Any action brought relating to this Agreement shall be 24 brought and held exclusively in a State Court in the County of Los 25 Angeles, California. 26 12. Notices. 27 Notices to the parties, unless otherwise requested in 28 writing, shall be sent to: - 5 - 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 City: Delta Star: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 DELTA STAR, INC. ATTN: LIZ FINCH, CONTRACT ADMINISTRATOR 270 INDUSTRIAL ROAD SAN CARLOS, CA 94070-2602 13. General Provisions. A. Independent Contractor. At all times during the term of this Agreement, Delta Star shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Delta Star only insofar as the results of Delta Star services rendered pursuant to this Agreement; however, the City shall not have the right to control the means by which Delta Star accomplishes services rendered pursuant to the Agreement except to the extent that such services involve the use of City property or Confidential Information. B. Delta Star Not Agent. Except as the City may specify in writing, Delta Star shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Delta Star shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. C. Indemnification. Delta Star shall indemnify, defend, protect and hold the City'', and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection therewith, including reasonable attorney's fees - 6 - 1 and costs of defense arising out of the services performed under this 2 Agreement, except to the extent arising from or caused by the sole 3 negligence or willful misconduct of the City, its officers, agents or 4 employees. 5 D. Comprehensive General and Automobile Insurance. 6 Delta Star agrees to provide insurance in the amounts and 7 forms specified in Exhibit "B," which is attached hereto and made a 8 part hereof by reference. Comparable coverage shall be provided for 9 each subcontractor used in the performance of this Agreement. Delta 10 Star shall submit to the City documentation indicating compliance with 11 these minimum requirements no less than one (1) day prior to the 12 beginning of performance under this Agreement. Delta Star shall not 13 commence performance of its services under this Agreement until the 14 above insurance has been obtained and proof of insurance has been filed 15 with and approved by the City. 16 E. Assignment and Subcontracting Prohibited. 17 No party to this Agreement may assign or subcontract any 18 right or obligation pursuant to this Agreement without the express 19 written consent of the other party. Any other attempted or purported 20 assignment -of any right or obligation pursuant to this Agreement shall 21 be void and of no effect. 22 F. Entire Agreement. 23 This Agreement constitutes the complete and final expression 24 of the agreement of the parties and is intended as a complete and 25 exclusive statement of the terms of their agreements and supersedes all 26 prior and contemporaneous offers, promises, representations, 27 negotiations, discussions, communications and agreements which may have 28 been made in connection with the subject matter hereof. All exhibits - 7 - 1 are incorporated by reference. Delta Star represents that in entering 2 into this Agreement, it has not relied on any previous representations 3 or understandings of any kind or nature. It is understood and agreed 4 that in the event of a conflict between the Proposal and this 5 Agreement, the terms of this Agreement shall prevail. 6 G. Partial Invalidity. 7 Wherever possible, each provision hereof will be interpreted 8 in such manner as to be effective and valid under applicable law, but 9 in case any one or more of the provisions contained herein will, for 10 any reason, be held to be invalid, illegal or unenforceable in any 11 respect, such provision will be ineffective to the extent, but only to 12 the extent, of such invalidity, illegality or unenforceability without 13 invalidating the remainder of such invalid, illegal or unenforceable 14 provision or provisions or any other provision hereof, unless such a 15 construction would be unreasonable or contrary to the intent of the 16 parties as expressed in this Agreement. 17 H. Time of the Essence. 18 Time is of the essence in the performance of this Agreement 19 and of each and every provision hereof. The waiver by the City of any 20 breach or breaches hereof shall not be deemed, nor shall the same 21 constitute, a waiver of any subsequent breach or breaches. 22 I. Risk of Loss. 23 Title and risk of loss or damage shall pass to the City and 24 delivery shall be deemed to be complete upon delivery FOB jobsite or 25 upon moving into storage at the City's request, whichever occurs first. 26 J. Attorneys' Fees. 27 In the event that it becomes necessary for either party to 28 this Agreement to enforce any of the provisions of this Agreement, the - 8 - 1 parties agree that a court of competent jurisdiction may determine and 2 fix reasonable attorney's fees to be paid to the successful litigant. 3 K. Benefit of Agreement. 4 This Agreement shall bind and benefit the parties hereto and 5 their heirs, successors, and permitted assigns. 6 L. Force Majeure. 7 Neither party shall be considered to be in default in any of 8 its obligations under this Agreement when a failure of performance 9 shall be due to an uncontrollable force. The terms "uncontrollable 10 force" shall mean any cause beyond the control of the party affected, 11 including, but not restricted to, flood, earthquake, storm, fire, 12 lightening, epidemic, war, riot, civil disturbance or disobedience, 13 labor dispute, labor material shortage, sabotage, federal, state, or 14 municipal action, statute, ordinance, or regulation, embargoes or the 15 United States Government or any other government, which by exercise of 16 due diligence such party could not reasonably have been expected to 17 avoid and by exercise to due diligence has been unable to overcome. 18 Either party rendered unable to fulfill any of its obligations under 19 this Agreement by reason of an uncontrollable force, shall give written 20 notice within five (5) business days of such fact to the other party 21 and shall exercise due diligence to remove such inability with all 22 reasonable dispatch. 23 M. Waiver. 24 Any waiver at any time by either party of its rights with 25 respect to a default under this Agreement, or with respect to any other 26 matters arising in connection with this Agreement, shall not be deemed 27 a waiver with respect to subsequent default or other matter. 28 - 9 - FEB-25 2002.MON 02:52 PH OLIVO & PLASCENCIA FAN N0, 562 869 1883 P. 13/35 1 2 3 4 S E, 7 10'' 11 12 3.3 14'' 15 16 17 1s 19 20 21 22 23 24 25 2.6 27 28 N. Amendment. All changes or modifications to this Agreement shall be in a writing ;stating that it is an amendment to this Agreement and shall be signed by both parties or their duly authorized agents. This Agreement sluill not he modified through course of dealing, usage or trade. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. I A'17EST: BRC7C , V . MALKFNMORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney - 10 CITY OF VERNON By: LEONIS C. MALBURG, Mayor DELTA STAR, INC. By: Tit c: /11�John Balsley, President BY: Title:Luice Yang, Asst. Corp. Secty DELTA STAR, INC. P.O. BOX 10429 3550 MAYFLOWER DRIVE, LYNCHBURG, VIRGINIA 24506-0429 TELEPHONE (804) 845-0921 - FAX (804) 845-7089 SECRETARY'S CERTIFICATE DELTA STAR. INC. I, Ivan H. Tepper, Secretary of Delta Star, Inc., a Delaware corporation, do hereby certify that a meeting of the Board of Directors held on July 16, 2001 at which a quorum of the Directors was present and participated throughout the meeting, the following resolution was adopted unanimously, has not been rescinded or modified, and is in full force and effect: Resolved that John C. Balsley as President, and John Zinent and Chris Pany and Ivan H. Tepper, as Vice Presidents, are as officers of the Corporation authorized, empowered, and directed in the name and on behalf of the Corporation and under its Corporate Seal where required, to take such action, execute such documents, and do such other acts and things as they may determine to be necessary or convenient for the Corporation to engage in business; and, RESOLVED FURTHER, that Randy Baldwin and Luice Yang are hereby appointed as Assistant Corporate Secretaries, and are hereby authorized, empowered, and directed, on behalf of the Corporation, to affix its Corporate Seal where required. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation this 16'b day of July 2001. Ivan H. Tepper Secretary EXHIBIT QUOTATION DELTA STAR, INC. 270 Industrial Road, San Carlos, California 94070-2602 Phone: 650/508-2850 * 800/892-8673 • FAX: 650/593-0733 To Your Inquiry No. GSU-TR-1-2002 CITY OF VERNON Quotation No. 02-5291 C/O: RAY HARLOW Date: January 31, 2002 YOUNG & COMPANY Your Ref.: MALBURG GENERATING STATION We are pleased to quote as follows: Item # Qty. Description Unit Price 1. 2 37.5/50/62.5//70 MVA THREE PHASE OIL FILLED $414,460 GENERATOR STEP-UP POWER TRANSFORMER, 13,200 VOLT PRIMARY, 110 KV BIL, 69,000GRDY/39,800 VOLT SECONDARY, 350 KV BIL, 55/650C RISE, OA/FA/FA CLASS, 60 HERTZ, HIGH VOLTAGE TAPS 67.5, 66, 64.5, 63 F.C., DELTAIR NITROGREN OIL PRESERVATION SYSTEM, HV SURGE ARRESTERS. PRICE ADDER FOR RECOMMENDED SPARE PARTS: (1) HV BUSHING $1,604 (1) LV BUSHING $2,878 (1) SPARE GASKET SET $ 350 PRICES ARE FIRM FOR SHIPMENT QUOTED AND DO NOT INCLUDE TAXES. PRICES ARE VALID FOR 30 DAYS FROM THE DATE OF ISSUANCE SHOWN HEREON. COPY: YOUNG & COMPANY Payment terms are net 30 days unless otherwise agreed. Tentative Shipment: January 2003 AS REQUIRED ANY PURCHASE ORDER PURSUANT TO THIS F.O.B. DESTINATION/FREIGHT ALLOWED QUOTATION SHALL NOT RESULT IN A CONTRACT INC. UNTIL IT IS ACCEPTED AND ACKNOWLEDGED BY DELTA STAR, SELLER AT SELLER'S PLANT. By: 2-- C LIZ FINCH CONTRACT ADMINISTRATOR Item# Qty. Description Unit Price A SHORT CIRCUIT TEST IS NOT REQUIRED BY DELTA STAR. IF A SHORT CIRCUIT TEST IS REQUIRED BY THE CUSTOMER, THE PRICE ADDER WOULD BE $130,000 AND DELIVERY WOULD BE DELAYED ACCORDING TO PENNSYLVANIA TESTING FACILITY'S SCHEDULE. TRANSFORMER WILL BE SHIPPED VIA TRUCK, LESS OIL, BUSHINGS, ARRESTERS, RADIATORS AND FANS. OIL WILL BE SHIPPED BY TANKER TRUCK. PRICE INCLUDES FIELD SERVICE TO SUPERVISE THE ASSEMBLY OF THE TRANSFORMER. PRICE DOES NOT INCLUDE UNLOADING, INSTALLATION ON PAD, OIL FILLING OR FIELD TESTING. ADDITIONAL FIELD SERVICE IS AVAILABLE AT $1,250 PER DAY PLUS EXPENSES. DRAWINGS FOR APPROVAL WILL BE SUBMITTED 12-16 WEEKS PRIOR TO SCHEDULED UNIT SHIPMENT. INSTRUCTION BOOKS AT TIME OF UNIT SHIPMENT. WARRANTY WILL BE IN ACCORDANCE WITH OUR STANDARD FIVE YEAR WARRANTY. CONSTRUCTION DETAILS: THE TRANSFORMER IS A CORE FORM CONFIGURATION WITH CIRCULAR WINDING DESIGN AND A STEPLAP CRUCIFORM CORE. THE WINDINGS WILL BE DISC OR HELICAL WOUND WITH THERMALLY UPGRADED PAPER INSULATED COPPER CONDUCTOR. Continuation of Quotation No.: 0 2 - 5 2 91 Item # Qty. Description Unit Price THIS PROPOSAL IS IN ACCORDANCE WITH THE CITY OF VERNON SPECIFICATION WITH THE FOLLOWING CLARIFICATIONS: PAGE 6, PARA. 5.9.2: DELTA STAR, INC. IS QUOTING TWO TAP CHANGERS NOT GANG OPERATED. SAFETY NAMEPLATE WILL BE MOUNTED NEXT TO TAP CHANGERS. PAGE 19, PAP -A. 5 . 16 . 1 . e : DELTA STAR, INC. IS QUOTING OIL PER AST D3487, WITH WATER CONTENT 25 PPM MAXIMUM PER ASTM D1533. PAGE 18, PAP -A. 5 . 17 . 8 : DELTA STAR, INC. IS QUOTING 3 HV POLYMER HOUSED STATION TYPE LIGHTNING ARRESTERS OHIO BRASS PVN31042 FOR 42 KV MCOV. PAGE 21, PARA, 10.2e DELTA STAR, INC. CAN PROVIDE ONLY SEISMIC ANALYSIS CALCULATION WITH AN ADDITIONAL COST OF $3,500 PER TRANSFORMER DESIGN. PAGE 27, PARA. 17 . 1 . 1 : BUSHING DRAWINGS: HV LINE A.BB 069WO412AN HV NEUTRAL ABB 025WO412AT ITEM 1 LV LAPP B-88733 ITEM 2 LV LAPP B-88742 PAGE 2.7, PARA. 17.1.2: OUTLINE DRAWING WITH REQUIRED INFORMATION WILL BE PROVIDED AT TIME OF DESIGN. PAGE 17, PARA, 17.2.3: ZERO SEQUENCE IMPEDANCE APPROXIMATELY 6.5% AT 650C OA RATING. PAGE 17, PARA. 17 . 2 . 14 : OIL PRESERVATION WITH DELTAIR SYSTEM TO PROVIDE A POSITIVE PRESSURE NITROGEN BLANKET. PAGE 17, PARA, 17.2.15: RADIATORS ARE REMOVABLE. PAGE 17, PARA, 17 . 2 . 16 : TRANSFORMERS WILL BE SHIPPED AIR FILLED. Continuation of Quotation No.: 0 2 - 5 2 91 Pane ..1 Item # Qty. Description Unit Price PAGE 17,PA A. 17.2.17: LAPP BUSHINGS B-88733 & B-88742 HAVE HOT -SPOT TEMPERATURE OF 1040C AND AVERAGE RISE OF 64°C. ABB BUSHING TEMPERATURE REPORT ATTACHED. PLEASE VISIT OUR WEB SITE AT: www.deltastar.com/showroom DELTA STAR TRANSFORMERS ARE MANUFACTURED IN THE U.S.A. Continuation of Quotation No.: 02 - 52 91 Pang A DELTA STAR, INC. INV STANDARD TRANSFORMER WARRANTY FIVE YEAR LIMITED WARRANTY Delta Star, Inc. warrants to the purchaser that the transformer, together with all parts included in the original purchase, is free of defects in workmanship and materials. This warranty extends to all parts manufactured by the seller, Delta Star, Inc., for 60 months after shipment from the factory. All other component parts are warranted for one year, or for the period covered by the original equipment manufacturer's warranty, whichever is longer. This warranty covers any defects and malfunction of the transformer except that which may occur because of vandalism, improper installation, handling, operation, or for any cause other than defects in workmanship and materials. The method and extent of repairs to be made rests solely with Delta Star. During the warranty period transportation costs are included. This warranty does not cover the cost of removal from the site and reinstallation after repair, and costs resulting from the moving of structures.or associated equipment are excluded. The seller, Delta Star, Inc., shall not be liable for special, indirect, or consequential damages, and this warranty is in lieu of all warranties of merchantability, fitness for a particular purpose or other warranties expressed or implied, and the remedies of the customer herein provided fulfill all liabilities of Delta Star, whether in warranty, negligence or otherwise. Unless otherwise agreed, the transformer will be shipped f.o.b. destination, prepaid. Shipments will be by mutually agreed upon means (e.g., truck) to site specified by customer, provided no unusual circumstances unknown to Delta Star occur (no roads, impassable conditions or extreme grades). Customer agrees to inspect transformer within 48 hours of arrival at destination and notify both Delta Star and the carrier of any observable damage or irregularity. NOTIFICATION SHALL BE ACCOMPLISHED BY COMPLETING AND RETURNING DELTA STAR INC's FORM FS-100 (Inspection Receipt Summary). THE SELLER SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONSE- QUENTIAL DAMAGES. THE SELLER MAKES NO WARRANTY OF MERCHANT- ABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY EITHER EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH HEREIN. Rev10.98 GENERATOR - TRANSFORMER SPECIFICATION Delta stop, (4p Inc.270 Industrial Road. San Carlos, CA 94070-6212 Telephone: (650) 508-2850 • Fax (650) 593-0658 PG N4: 02-5291-1 FOR: CITY OF VERNON DATE: 1/31/02 gPFr. Ns• r;41 I-TR-1-gnn2 00/17/02 INO Ns: -- ITEM Ns: 1 RATING: 3 PHASE 60 HERTZ CLASS OA/FA/FA HV -WDG (H) LV - WDG (X) LV - WDG (` ) TEMP 55 ''C 37.5150/62.5 MVA 37.5/50/62.5 MVA -- MVA TEMP 65 =C 42/56/70 MVA 42/56/70 MVA -- MVA RATED VOLTAGE (kV) 69GrdY/39.8 13.2 -- ADDITIONAL TAPS (kV) OR PERCENT TAPS 67.5-66-64.5-63 F.C. NONE BIL LINE 350 110 -- (kV) NEUTRAL 110 DIELEC- APPLIED (kV) 34 34 -- TRIC INDUCED (kV) 140 TEST rRIV -- -- [.—/.,Z @ RATED MVA (NOTE *) 7.0 H - X -- X - Y -- H - Y PERFORMANCE DATA @ 75'C % LOSSES (kW) PERCENT EFFICIENCY % REGULATION MVA EXC EXC NO FULL TOTAL FULL 3/4 1'/2 1./4 1.0 0.8 VOLTS AMPS LOAD LOAD 37.5 100 0.4 24.2 79.2 103.4 99.72 99.75 99.76 99.69 0.5 4.1 110 0.8 36.3 AUXILIARY LOSSES AND SOUND LEVEL CLASS OA FA FA FOA AUXILIARY LOSSES kW -- 1.8 3.6 -- SOUND LEVEL dB(A) 74 76 77 -- NOTES: * IMPEDANCE AT 650C OA RATING 42 MVA APPROXIMATE DIMENSIONS AND WEIGHTS PER PAGE 2 OF 2 PREPARED BY: /0z_ PAGE 1 OF 2 REF. F-6819 1 •� REV: 02-14-93 SF10 B RADIATORS �— PER SPEC. HV SURGE �— ARRESTERS O +H2 p WHEN REQUIRED C H1 H3 O p H 0 X1 ® X2 .($� X3 LV SURGE + + + ARRESTERS WHEN REQUIRED OIL PRESERVATION I I I SYSTEM AND GAGES PER SPEC. zz �V A D NITROGEN SYSTEM CONTROL IF CABINET REQUIRED 0 1-7 0 OIL CORE & TANK & TOTAL IT. MVA A B C D E COIL FIT. WT GAL WT 1 37.5//70 210 225 170 165 -- 5300 39800 84400 39200 163400 CITY of VERNON s DELTA STAR, INC. a�~� CAN CARLOS OPERATION (650) 508 2850 �"c•• 270 INDUSTRIAL RD. SAN CARLOS, CA. 94070 148500 WITH OIL TITLE TRANSFORMER OUTLINE PG. 2 1OF 2 02030110 SHIPPING WT=108700 WITHOUT OIL y SCALE BY NONE PG # 02-5291-1 0 CKD. r, I DATE 01 /31 /02 (MOT�nQ (`nnlcTRl I!`TIC1N1 FINCH. I RS1 __ _,,.,,� — %i SPECIFICATION NO. GSU-TR-1-2002 69-13.2 KV 2: Qty: 37.5/50/62.5 MVA, OA/FA/FA GENERATOR STEP-UP POWER TRANSFORMERS CITY OF VERNON MALBURG GENERATING STATION PROJECT January 17, 2002 TABLE OF CONTENTS 1.0 Scope 2.0 General 3.0 Deviation and Non -Conformance Requirement 4.0 Instruction to Bidders 5.0 Technical Requirements 6.0 Wiring, Conduits, Boxes and Terminal Blocks 7.0 Nameplates and Labels 8.0 Painting 9.0 Factory Tests 10.0 Seismic Withstand Requirements 11.0 Preparation for Shipment 12.0 Installation Assistance 13.0 Evaluation of Quoted Costs and Losses 14.0 Data, Drawings, Manuals, Inspection and Test Plan 15.0 Spare Parts 16.0 Moving and Jacking Facilities 17.0 Proposal Requirements Specification No. GSU-TR- 1 -2002 2 1.0 SCOPE 2.0 This specification covers electrical characteristics and mechanical features of three-phase, 60 hertz, oil -immersed, outdoor power transformer for use as a generator step-up (GSU) and spare GSU transformer in The City of Vernon's Combined Cycle Power Plant Project distribution substation. This Specification requires the delivery of four (4) transformers, as specified below, to the City of Vernon's plant site at Station A. GENERAL The transformers shall meet the applicable requirements of the latest revisions of the following standards: 2.1 ANSI C57.12.00 General Requirements for Distribution, Power, and Regulating Transformers. 2.2 ANSI C57.12.10 2.3 ANSI C57.12.90 2.4 ANSI C76.1 2.5 ANSI C76.2 2.6 IEEE 344 2.7 NEMA Pub. No. TRl f�:��1�CT: � • 1 2.9 OSHA 2.10 ANSI/ASTM D 3487 Specification No. GSU-TR- 1 -2002 Requirements for Transformer, 230,000 Volts and Below. Test Code for Distribution, Power, and Regulating Transformers. General Requirements and Test Procedures for Outdoor Apparatus Bushings. Standard Electrical, Dimensional, and Related Requirements for Outdoor Apparatus Bushings. Recommended Practices for Seismic Qualification of Class lE Equipment. Transformers, Regulators, and Reactors. National Electrical Code (NEC). Federal and State Specifications. Standard Specification for Mineral Insulating Oil Used in Electrical Apparatus. K 3.0 DEVIATION AND NON-CONFORMANCE REQUIREMENT 3.1 Omission or error in this or the manufacturer's specification of an item of material or equipment necessary for the operation and matching of the offered equipment in conjunction with the other equipment, existing and future, shall not excuse the bidder from responsibility in this matter. 3.2 Deviation from this specification or changes in the material or design after purchase order has been placed must be approved by the City's designated representative, and acknowledged by an addendum to the specification that shall be issued as a Purchase Change Order. 3.3 Units received with deviations or changes that are not approved or acknowledged by the City's designated representative are subject to rejection. The supplier of units rejected is responsible for any corrective action including but not limited to materials, labor and transportation necessary to make the units conform to these specifications. 3.4 Units with defects, discovered before or after installation, that are believed to be inherent to manufacturing problems or workmanship shall be rejected. 4.0 INSTRUCTION TO BIDDERS 4.1 The bidder shall supply proposal information that shall include the complete design and construction details and is truly representative of any equipment to be furnished. 4.2 Manufacturer shall quote in strict conformance to this specification. Exceptions to this specification by the Bidder shall be set forth clearly and completely via written attachment to the proposal. Bidders may also quote equivalent FOA rated transformers should they provide a more cost effective alternative (including loss considerations). 4.3 The successful bidder shall complete its submittal of all drawings and diagrams in complying with this specification and Table One (1), to the City's designated representative for approval within a twelve to sixteen (12-16) week period after bid award. The bidder's schedule shall include the time for transmittal of drawings for approval in addition to a minimum of ten (10) working days for review by the City's designated representative. Revisions of the drawings to make them comply with this specification shall be at the bidder's expense and without extension of the completion date. Specification No. GSU-TR-1-2002 2 5.0 4.5 Each drawing supplied by the bidder shall bear identification showing the City's purchase order number, date of the drawing release, and whether the drawing is for approval or approved for construction. 4.6 Shipping and storage shall be accomplished in such a manner as to prevent damage or deterioration of materials. 4.7 Only manufacturers with at least 5 years of experience with ANSI designed transformers shall be considered qualified to bid on this requirement. TECHNICAL REQUIREMENTS 5.1 TYPE: Transformers shall be non -PCB mineral oil -immersed, two winding, 60 Hz, for outdoor service. 5.2 COOLING CLASS The transformers shall have OA/FA/FA Class 65°C rating. 5..3 RATINGS and QUANTITY A. Provide one (1) Steam Turbine Generator Step Up Transformer and one (1) Spare, two (2) total, at the following ratings: Number of phases: Frequency: Connection: Voltage (Rated): kVA Rating: Nominal Voltage: - High Voltage: - Low Voltage: BIL Ratings of Windings: - High Voltage: - Low Voltage: Three 60 Hz Solidly Grounded WYE / DELTA 69 kV/13.2kV 37.5/50/62.5 MVA 550C Rise 42/56/70 MVA OA/FA/FA 650C Rise 69 kV 13.2 kV 350 kV BIL 110 kV BIL Transformers shall be designed to operate above or below rated voltage in accordance with ANSI C57.12.00. Overexcitation capacity of 110 percent, full load and 115 percent, no load shall be provided. Specification No. GSU-TR- 1 -2002 5 5.4 TEMPERATURE RISE When transformer is loaded at its maximum 65°C kVA rating, the transformer's average winding temperature rise at any tap position shall not exceed 65°C and the transformer's hot spot temperature shall not exceed 110°C based on 15°C hot spot rise and 30°C average ambient. 5.5 TRANSFORMER LOADING CAPABILITY 1. The transformer shall be capable of being continuously loaded at its maximum kVA (65°C rise) rating without exceeding the temperature rise limits of 65°C and 80°C for winding and hot spot temperatures, respectively. 2. When transformer is loaded at its maximum kVA (65°C rise) rating, the transformer's top oil temperature, and insulated conductor hot spot temperature shall not exceed 105°C and 120°C, respectively (the former never above 110°C on a continuous 24 hour basis). 3. After the transformer has been continuously loaded at its maximum kVA (65°C rise) rating, the transformer shall be capable of being emergency loaded at 130% of its maximum kVA (65°C rise) rating for a 3.0 hour period. When loaded to this emergency condition at ambient air temperature of 40°C; the transformer's insulated conductor and other metallic hot spot temperatures shall not exceed 130°C and 150°C, respectively. The loss of insulation life for any 24 hour load cycle including the 3 hours of emergency loading shall not exceed 0.50%. 4. The ambient air temperature for the above contingencies shall be based on 30°C daily mean with a 40°C maximum temperature. 5. Leads, connectors, bushings, load and no-load tap -changers and any other auxiliary current carrying components shall be capable of being loaded to a degree equal or exceeding the capability of the windings as specified in the specification. 5.6 SOUND LEVEL The sound level of the transformers shall be at the values specified in NEMA Publication No. TR-1. If a lower level is required, it will be so stipulated in the Request for Proposal by City. 2. Each transformer's nameplate and test report shall provide the measured sound level in decibels. Specification No. GSU-TR-1-2002 0 5.7 IMPEDANCE The impedance shall be 7 % based on the 65°C OA rating. The tolerance for impedance shall be as provided in ANSI Standard C57.12.00. 5.8 ANGULAR DISPLACEMENT The angular displacement between the voltages of the high voltage and low voltage windings shall conform to ANSI Standard C57.12.00. 5.9 NO LOAD -TAP CHANGERS 1. Only externally operated no load -tap changer designs are acceptable. Taps shall be located in the high voltage windings. The tap changers shall be capable of carrying the full transformer short circuit without damage or contact separation. All taps shall be full capacity taps. The conductor cross section of the tap section or winding shall be not less than that of the main winding. 2. Tap changer operating handles shall be at least 3 feet above the ground. Safety nameplates for non -gang operated tap changers shall be located next to the tap changer operating handles. 3. Tap changers shall meet the requirements of ANSI Standard C57.12.10. 4. Taps shall have five positions as defined below: TAP HIGH SIDE LOW SIDE POSITION VOLTAGE VOLTAGE 1 69,000 13,200 2 67,500 13,200 3 66,000 13,200 4 64,500 13,200 5 63,000 13,200 5.10 FA RATINGS 1. The FA ratings for transformers shall be in accordance with ANSI Standard C57.12.10. 2. The transformers shall be equipped with thermally operated control devices. The thermal elements shall be mounted in wells and responsive to top oil temperature. The top oil temperature indicator shall be equipped with three ungrounded contacts. In addition transformers shall be equipped with a hot spot indicator with three ungrounded contacts. Specification No. GSU-TR- 1 -2002 7 3. The fans shall have 230 volt, single phase motors. Fan motors shall be individually protected with a suitable thermal device and shall be totally enclosed in a water proof enclosure. The supply source shall be a three phase, 230 volt circuit protected by a suitable thermal magnetic device. The load of the single phase fans shall be distributed between the three phases of the supply. The supply source voltage shall be 240 volts. The control equipment shall include the necessary circuit breakers, selector switches, temperature control relays, alarm actuating devices, and associated equipment required to provide complete control of cooling system equipment. The loss of AC power to cooling fan circuit shall be detected via an undervoltage relay having adjustable pickup level, adjustable time delay, surge protection, and be sealed type. 4. Cooling fans which are located such that any moving parts thereof are seven feet or less above the bottom of the transformer base shall be equipped with metal guards in accordance with the following: a. Where the guard is within four inches of moving parts, openings through the guard shall be of such size to prohibit the passage of any object greater than one-half inch in diameter. b. Where the guard is more than four inches from moving parts, the maximum opening shall be not more than two inches, and when slatted guards are used, the width of the opening shall be not greater than one inch. 5.11 TRANSFORMER SHORT CIRCUIT CAPABILITY The transformer shall be capable of withstanding, without injury, the mechanical and thermal stresses caused by short circuits on the external terminals of any winding or windings, in accordance with ANSI Standard C57.12.00. Only the impedance of the transformer shall be considered in determining maximum short circuit current. 5.12 BUSHINGS All bushings shall meet the following requirements: a. They shall be copper conductor material with threaded studs. External bushing studs shall be silver plated. Bushing shells shall be of wet process porcelain. Specification No. GSU-TR-1-2002 b. Bushings shall be furnished with terminal connectors. NEMA Standard pads should be provided to accommodate termination of high and low voltage conductors. C. Draw lead type bushings shall be suitable for installation or replacement without lowering the oil in the transformer tank. d. Bushings shall have nameplates that show, as a minimum, the information listed in ANSI Standard C76.2. e. The current ratings of the bushings and bushing leads shall be suitable not only for the maximum rating of the transformers, but also the overload capability as provided in §5.5, Transformer Loading Capability. f. Bushings shall meet the temperature limitations specified in ANSI Standard C76.1. Proof of compliance with this requirement shall be furnished. g. The minimum external clearances shall be as specified in NEMA Publication No. TRI. h. Minimum creepage distance shall be not less than 1.3 inches per kV rms (phase to ground). i. All high voltage bushings shall have provisions for insulation power factor testing. j. Bushings shall withstand ANSI Standard 60 Hz applied potential and impulse test voltages required for their indicated BIL rating. k. Bushings shall consist of one-piece porcelain units and have porcelain in compression only. 1. Bushings shall have one of the following: (1) sealed reservoir with magnetic oil gauge, (2) glass bowl reservoir, or (3) prismatic oil sight gauge. M. Bushings shall be of the oil impregnated capacitor type with a common oil system above and below the mounting flange. n. Bushings shall have electrical characteristics which conform to ANSI Standard C76.2. o. Bushings shall meet the dimensional requirements of ANSI Standard C76.2. P. Bushings shall be ANSI #70, light gray in color. Specification No. GSU-TR- 1 -2002 9 2. Low Voltage Bushings Low voltage and neutral bushings shall conform to ANSI Standards C76.1 and C76.2. Bushings shall be top cover mounted for connection to cable bus. 3. High Voltage Bushings The high voltage bushings shall be 69 kV insulation class, 350 kV BIL. 5.13 BUSHING CURRENT TRANSFORMERS 1. The high voltage and neutral bushings shall have 600:5 multi -ratio current transformers with accuracy class of C400. The low voltage bushings shall have 3000:5 multi -ratio current transformers with accuracy class C400. 2. The current transformers shall meet the requirements of ANSI Standard C57.13 with 5 taps. 3. The current transformers' secondary wiring shall be free of splices and shall be terminated on shorting blocks in the control cabinet. 5.14 CORES The core shall be grounded at one point only through a removable connection. The removable connection shall be readily accessible through a handhole or manhole and made up in such a way that it may be conveniently opened to check the core insulation. The core ground shall be brought out through a bushing to an external ground. When the connection is remove, the insulation resistance between the core and ground shall be not less than one hundred megohms. 2. The cores shall be clamped and braced to resist distortion caused by short circuit stresses or transportation handling. Nuts and bolts of the clamping structures shall be secured so that they will not be loosened by vibration incident to transportation and operation. 5.15 TANKS, COVERS, AND RADIATORS General Transformer tanks, covers, and manhole covers shall be of substantial construction and capable of withstanding, without injury, the stresses incident to shipment and operation. Tanks and radiators shall be capable of withstanding the forces resulting from full vacuum. Specification No. GSU-TR- 1 -2002 10 2. Covers and Access Ports a. The covers of all transformers shall have hand holes or manholes, or both to afford adequate access to the internal parts. The diameter of the manholes shall be not less than 24 inches. All covers and adapters shall be bolted to the tank either by means of a boss welded to the tank with holes drilled and tapped or by a flange welded to the tank having slots wide enough to accommodate bolts with nuts. Threaded studs welded to the tank are not acceptable. Manhole covers shall have at least two handles for lifting. At or near the intersection of the centerlines of the tank covers on all transformers, a boss shall be welded to the cover for the purpose of mounting a sudden pressure relay. The boss shall be drilled and tapped for the number of holes in the sudden pressure relay. Supplier shall submit to City approval drawings including manufacturer and model for sudden pressure relay. b The drilled and tapped mounting holes shall not extend beyond the thickness of the boss and into the tank cover. The boss and tank cover shall be drilled for connection to the gas space. The hole shall be not less than one inch in diameter. d. The sudden pressure relay shall be packaged and shipped as part of the transformer accessories. The transformer shall be shipped with a gasketed plate bolted to the boss. The number and size of holes in the plate shall be the same as those in the sudden pressure relay. 3. Studs for Guardrails Pipe studs shall be welded in place at each corner of the tank cover, load - tap changing housing, and other attached compartments on which a man can stand, and in between these corners at intervals of not more than five feet. The pipe studs shall have a minimum diameter of one inch, stand a minimum of six inches tall, and shall have a drain hole on the bottom at the weld seam. 4. Gaskets All gaskets shall be Nitrile rubber. Metal surfaces to which gaskets are applied shall be smooth, and shall have sufficient rigidity to assure proper compression of the gaskets. Stops shall be provided so that over compression of the gaskets cannot occur. All seams and joints in the transformers shall be oil and gas tight. Specification No. GSU-TR- 1 -2002 11 5. Tanks a. Transformer tanks shall be clean and free of all mill scale, corrosion, and foreign substances. b. Suitable means shall be provided to facilitate tanking and untanking without damaging the windings, cores, or tanks. These devices shall also prevent movement of the core assembly in transit and foreign seismic disturbances. C. Both ends of the tanks shall be provided with eyes for pulling the fully assembled transformer in either direction. Proper clearances shall be provided between the pulling eyes and radiators and other appurtenances so as not to interfere with pulling cables. d. Jack ports shall be provided on all tanks and shall conform to ANSI Standard C57.12.10. The minimum dimension between the floor line and the jacking point shall be 18 inches. 6. Radiators Radiators shall be braced to withstand the vibrations and impacts which occur during shipment and operation. No aluminum bearing material shall be used for radiator tubes or fins. 5.16 OIL AND OIL PRESERVATION SYSTEMS 1. The transformers shall function with oil which meets the requirements of ANSUASTM Standard D3487,Standard Specification for Mineral Insulating Oil Used in Electrical Apparatus. a The oil furnished by the Manufacturer of the transformers shall be the Manufacturer's accepted oil and as approved by City. The oil shall be a pure, highly refined mineral oil. b. Oil supplied by the Manufacturer for the transformer and furnished in bushings shall be certified to be without any measurable trace of polychlorinated biphenyls. Certification shall be provided that the transformer or components have not been contaminated with PCB prior to shipment. C. Additional field processing other than filtering of the oil as a requirement for the installation of the transformer or as a requirement after any future servicing of the transformer, shall not be accepted. Specification No. GSU-TR- 1 -2002 12 d. The electrical insulating oil shall meet all of the requirements set forth in Table 5-1. The values for the various characteristics shall be determined by means of the test procedures specified by the American Society for Testing and Materials (ASTM). e. The oil shall be capable of forming a compatible and homogeneous mixture with any oil which meets the requirements of the Specification. The mixture shall retain the characteristics and limiting values set forth in Table 5-1. f. When requested by City, the manufacturer shall, on a typical sample of the oil that he intends to furnish, make all of the tests listed in Table 5-1, and transmit four certified copies of the test results to the City's designated representative. g. The manufacturer shall transmit to the City's designated representative, four certified copies of the results of the tests listed in Table 5-2 for each tank car shipment of oil to City. Two additional copies shall be provided with each shipment. h. Each certificate of analysis or quality inspection report requires a statement that the supplier used only virgin crude for the refining of the electrical insulating oil. Any analysis on an oil shipment shall not detect more than 1 PPM of PCB. i. The manufacturer shall be responsible for the cleanliness of the tanks in which the oil is shipped. Tanks shall be steam cleaned and wiped with clean, dry rags. Each tank shall be tightly sealed to prevent the entrance of moisture and other foreign contaminants during shipment. j. Each tank used for a shipment of oil shall be clearly identified and marked by means not subject to damage from weather or shipping hazards. The identification shall include: Specification No. GSU-TR- 1 -2002 1. The Purchase Order Number 2. Tank identification, such as license number 3. Manufacturer's name 4. Manufacturer's exact identification of the oil in the tank 13 2. Oil Preservation Oil preservation shall be accomplished by means of a regulated nitrogen blanket system. The gas collection on the tank cover shall not be made with tubing and fittings but with pipe or steel box welded or flanged in place. Specification No. GSU-TR-1-2002 14 TABLE 5-1 CHARACTERISTICS OF ELECTRICAL INSULATING OIL ASTM Test Procedure Limiting Characteristic Designation Value Dielectric Strength (kV) (0.08" Gap) D-2440 56 Min. Dielectric Strength (kV) D-1473 30 Min. Power Factor(% at 25°C) D-1816 0.05 Max. Interfacial Tension (dynes/cm) @ 25°C D-877 40 Min. Specific Gravity (@ 15°C/15°C) D-924 0.91 Max. Pour Point (°C) D-971 -40 Max. Flash Point (°C) (C.O.C.) D-1298 145 Min. Viscosity, cSt (SUS) @ 40°C D-97 12.0 (66) Max. Color D-92 0.5 Max. Neutralization Number (mg D-88(D-445) 0.03 Max. KOH/gram) Corrosive Sulphur D-1500 Non -corrosive Water Content(ppm) D-1533 25 Max. Inorganic Chlorides, Sulfates D-1275 None Free Sulphur D-1533 None Sludge Value(%) After 164 Hours D-878 0.2 Max. DBPC Content(% by Weight) D-1275 0.3 Max., 0.15 Min. Specification No. GSU-TR-1-2002 15 TABLE 5-2 TESTS WHICH SHALL BE MADE ON EACH SHIPMENT OF OIL ASTM Test Procedure Limiting Characteristic Designation Value Dielectric Strength (kV) (0.08" Gap) D-1816 56 Min. Interfacial Tension (dynes/cm) D-971 40 Min. Water Content (ppm) D-1533 25 Max. Color D-1500 0.5 Max. Neutralization Number (mg D-974 0.03 Max. KOH/gram) DBPC Content (% by Weight) D-1473 0.3 Max., 0.15 Min. Specification No. GSU-TR- 1 -2002 16 5.17 ACCESSORIES Accessories requiring access for servicing, resetting, or recalibration while transformer is energized, shall be mounted less than six feet above the transformer base. Alarm contacts should be normally -closed (NC) type contacts for opening on abnormal conditions. Alarm contacts shall be rated for 125 V DC, minimum 0.5 A interrupting rating. Alarm contacts shall be terminated on terminal blocks inside the control cabinet such that they can be wired to Plant or City's SCADA system. A control cabinet, NEMA Type 4 outdoor dust and rain resistant with hinged gasketed door and extended rain shield, shall be provided, mounted on the side of the transformer tank with its top not more than six feet above the transformer base. The cabinet door shall have provisions for padlocking. Cabinet shall be equipped with lighting fixture and toggle switch, duplex receptacle with GFI, and thermostatically controlled heater, each on a separate circuit controlled by an individual circuit breaker. The cabinet shall contain barrier -type terminal blocks for all current transformer leads and alarm leads and all control equipment not specifically requiring mounting at other locations on the transformer. One 480 V, 3 phase, 3W power supply shall be brought to the transformer for cooling fan motors and heaters. The Supplier shall provide one 600 V circuit breaker and an undervoltage relay with alarm contacts to function upon loss of AC control power. Alarms and control circuits shall be 125 VDC. 1. Sudden Pressure Relay The transformers, shall be equipped with sudden pressure relay. The device shall be mounted on top of the transformer in accordance with the requirements of §5.15.2. The leads from the device shall be without splices, conduit -enclosed and terminated in the transformer control cabinet. The leads shall not pass between the low voltage or high voltage bushings. Supplier shall furnish 125 V do sudden pressure auxiliary seal -in and tripping relay with two normally open (NO) and two normally closed (NC) contacts and targets for Plant SCADA alarm and trip functions. An auxiliary contact shall also be used by the supplier to de -energize all fans. 2. Incipient Fault Monitor Transformers shall be equipped wit a Hydran 201R incipient fault monitor (manufactured by Syprotec Corporation) mounted on the lower header of one of the coolers per Syprotec recommendations. Specification No. GSU-TR-1-2002 17 3. Pressure Relief Device a. Transformers shall be equipped with at least one cover -mounted, self-reseating, gas -tight, mechanical pressure relief device to permit the escape of gas when the internal pressure becomes abnormal. The device shall be coordinated with the sudden pressure relay specified in §5.17.1. b. The device shall be equipped with alarm contacts which conform to ANSI Standard C57.12.10. C. A cable in conduit shall be provided between the contacts of the pressure relief device and the terminals in the terminal box. d To prevent rapid deterioration of the pressure relief device gasket, the device shall be bolted to a flange as specified in Paragraph §5.15.2. 4. Temperature Indicators Standard accessories, as specified in ANSI Standard C57.12.10, shall be furnished on all transformer tanks and covers, except that: a. The temperature indicators on all transformers shall be equipped with non -grounded alarm contacts which meet the requirements of ANSI Standard C57.12.10. b. The dial markings of the liquid temperature indicators on all transformers shall cover a range of 0°C to 160°C. The alarm contacts shall be set at 100°C. Fan control shall be initiated at 65°C and switched off at 55°C for OA/FA transformers. C. The dial markings of the winding temperature indicators shall cover a range of 0°C to 220°C. The alarm contacts shall be set at 110°C. The other two contacts shall be adjustable over a range of 120°C to 220°C for fan and other functions. d. The temperature indicators shall provide temperature signals to Plant's SCADA system. The temperatures shall be displayed locally and at a remote location. e. The temperature indicators shall be mounted not more than eight feet above the transformer base. Specification No. GSU-TR- 1 -2002 IV f. The temperature indicators shall be Qualitrol QT-104-250, Remote Indicating Thermometer with SCADA output. Pressure -Vacuum Gauge and Bleeder When applicable a pressure -vacuum gauge and bleeder shall be connected to the gas space above the maximum oil level. The gauge shall be mounted not more than eight feet above the transformer base. 6. Valves Transformers shall be equipped with the following valves: a. Two-2 inch globe -type drain valves. Each valve shall be equipped with a sampling device, and located on opposite sides of the tank. b. Two-2 inch globe -type valves for the upper filter press and vacuum connections. The valves shall be located not more than three inches below the top edge of the tank wall. C. In the unlikely event a load -tap changer is specified, each oil filled compartment of the load -tap changer shall be furnished with a two (2") inch drain valve and a valve or plug to vent the compartments when filling with oil. A pipe connection shall be provided such that a vacuum can be pulled on either compartment separately or all compartments simultaneously. d. Each two inch (2") valve shall be capped with a cast iron plug. e. Each drain valve near ground level shall have a mechanical shield to prevent damage to the valve. 7. Liquid Level Indicator Liquid level indicators, as specified in ANSI Standard C57.12.10, shall be furnished and equipped with a low level alarm contact. 8. Surge Arrestors Ohio Brass PVN31042 69 W class (42kV MCOV) surge arresters with mounting brackets and hardware shall be provided. Surge Arrestors shall be connected to the High Voltage terminals, one per each bushingArresters shall be polymer type metal oxide rated for voltage class and system grounding, Specification No. GSU-TR-1-2002 19 6.0 WIRING, CONDUITS, BOXES AND TERMINAL BLOCKS 6.1. Wiring All devices mounted on each transformer, except the sudden pressure relay, but including current transformer secondary circuits, shall be wired without splices to terminal blocks inside the control cabinet using XLP insulated multistrand single conductor type SIS or type XHHW wire in a multiconductor cable with an overall PVC jacket. The cable shall be rated 600 volts and 90°C. 2. Corrosion resistant, stainless steel or brass, plug -type, threaded, watertight connectors shall be furnished for cable connections at the devices. 3. Wiring inside the control cabinet shall be type SIS, type XHHW or type MTW rated 600 volts and 90°C. 4. Conductors shall be stranded copper having a minimum size of No. 14 AWG. Current transformer secondary circuits shall be wired with a minimum wire size of No. 12 AWG. 5. All wires shall be terminated with crimp -type, tinned copper, ring -tongue terminals having insulated ferrules. 6.2 Conduits and Fittings Galvanized or liquid -tight metallic conduit shall be used to support and protect interconnecting cables. Conduit connections shall be made either at the bottom or sides of terminal boxes. Condulets with gasketed covers shall be used at bends. In lieu of conduits, structural channels on the tank may be used for wireways. Watertight, clamp -type bushings shall be used for cables entering conduits and wireways. Cable without conduit may be used at devices to facilitate maintenance and reduce vibration; however, the cable shall be multiconductor-type with an overall jacket and the length of unsupported cable shall not exceed three feet. 6.3 Boxes Junction boxes with gasketed covers shall be provided where required to make connections between devices and the control cabinet. Splices in conduits or condulets are not acceptable. 2. Control cabinet which contain relays, switches or contactors, and terminal blocks shall be provided with a heater controlled by a thermostat, and an electrical convenience outlet. Specification No. GSU-TR- 1 -2002 WC 6.4 Terminal Blocks Molded plastic No. 10 size or larger, screw -type terminal blocks rated 600 volts shall be provided for all wiring. Short circuiting -type terminal blocks shall be used for current transformer circuits. Terminal blocks shall be fastened in position with bolts. All terminals shall be identified. No more than two wires shall be terminated at one terminal. A minimum of 25 percent spare, unused terminals shall be provided in the terminal blocks. 7.0 NAMEPLATES AND LABELS Each transformer shall be furnished with a noncorrosive, stainless steel nameplate, attached with stainless steel hardware. The nameplate shall contain the information specified in ANSI Standard C57.12.00. Nameplates shall show transformer ratings for operation at temperature rise of 65°C, guaranteed or measured sound level, rated current at various tap positions, and the measured zero sequence impedance. Stick -on labels or painted -on information, such as core ground location are not acceptable. 8.0 PAINTING Transformers shall be thoroughly cleaned by particle blasting and painted with at least one corrosion inhibiting primer and one finish coat to give a total dry film thickness of no less than 3 mils. The finish coat shall be standard gray, ANSI-70. All paint applied shall be dry before shipping the transformers. 9.0 FACTORY TESTS 1. Routine Tests a. Each transformer shall be completely assembled and given routine tests in accordance with ANSI Standards C57 12.00 and C57.12.90. Test results shall be corrected to 85°C. Bushings that are furnished with the transformers shall be installed on the transformers during routine tests. b. A complete list of all preliminary and performance (routine and special) tests to be performed on each transformer shall be provided. Specification No. GSU-TR- 1 -2002 21 2. Special Tests The following tests shall be performed: a. Temperature test in accordance wit ANSI Standard C57.12.90 to verify the OA rating and top rating at 65°C rise. This test may be waived if the GSU transformer is a thermal duplicate of a unit previously tested with equal or less radiating area and equal or greater load and no-load losses. b. Audible sound level test in accordance with NEMA Publication No. TRl. 3. Additional Tests a. Quality control impulse tests shall be performed on the transformers. b. Low voltage excitation current measurements shall be performed on each transformer and the results shall be furnished to the City prior to shipment. Particular attention shall be made to account for meter loss and harmonic components in the supply voltage. 10.0 SEISMIC REQUIREMENTS 1. General Requirements a. Transformers shall remain functional and operable during and subsequent to the combined application of the deadweight, the normal operating (live) loads, and seismic acceleration loading defined in § 10.0 2. b. The supplier shall provide data on the weight of transformer and center of gravities, with and without oil. 2. Seismic Loading Supplier shall perform seismic acceleration load calculations using recognized industry standards. The supplier shall design and furnish seismic anchor plates that will be embedded in the transformer foundation. Supplier shall furnish welding clamping elements to fasten the transformer base skids or bottom slates to the seismic anchor plates. The supplier shall specify the number and locations of the clamping elements such that the transformers do not slide or overturn during earthquakes. Supplier shall submit detail drawings and specifications for the anchor plates to be incorporated in the foundation design. Anchor plates shall be supplied by supplier in time for the foundation to be built. Specification No. GSU-TR-1-2002 22 11.0 PREPARATION FOR SHIPMENT 1. Transformers shipped without oil shall be filled with dry air and sealed at the factory, and provided with sufficient air to maintain a positive internal pressure to the point of delivery. 2. Air pressure and moisture content shall be measured and recorded prior to shipment, and submitted to City when the transformer is shipped. 3. Radiators not mounted on the transformer for shipment shall be sealed to prevent the entrance of moisture. 4. Transformers and all components shall be prepared for shipment to prevent damage during handling and in transit, and shall be suitable for outdoor storage at the jobsite. 5. A three-way impact recorder shall be provided on each transformer. 12.0 INSTALLATION ASSISTANCE Supplier shall furnish on -site installation assistance. 13.0 EVALUATION OF QUOTED COSTS AND LOSSES 1. Evaluated Costs In the analysis of each proposal, City shall evaluate the quoted costs, and the transformer operating costs on the following basis: Ownership Cost a. Basis for Ownership Cost: 1. Transformer Carrying Charge: This is 20 percent of the quoted cost. 2. No Load -Loss Charge: This is based on a cost of $750/KW.. 3. Load Loss Charge: This is based on a cost of $500lKW. Specification No. GSU-TR-1-2002 23 b. The following are the equations for Items 1 through 3, above. 1. (Quoted Cost) (0.20), "A" $ 2. PNL x $750/KW, "B" $ 3. PLL x $500/KW, "C" $ Total Ownership Cost = A + B + C $ 2. Reimbursement Failure to meet the guaranteed losses for the transformers shall require reimbursement to City for an amount equal to the present cost of the difference between the guaranteed and actual loss evaluation at the FA 65°C rating. The amount to be reimbursed to City will be calculated on the following basis: a. Total evaluated annual cost based $ on actual losses, "A" b. Less total evaluated annual cost $ based on guaranteed losses, `B" C. Difference, (A-B) $ d. Amount to be reimbursed = (C) $ divided by carrying charge 14.0 DATA, DRAWINGS, MANUALS. INSPECTION AND TEST PLAN 1. Data and Drawings a All drawings shall be submitted in electronic format using AutoCAD 2000, or later version. b. Supplier shall furnish four full sets of outline, nameplate, and bushing drawings; wiring diagrams, conduit and terminal details for all control and auxiliary equipment; and any other drawings required for installation of the transformers. Drawings shall be finished in accordance with Table 1. Specification No. GSU-TR-1-2002 24 C. Outline drawings shall include the following information: 1. Projected floor space of the transformer, including radiators. 2. Height of transformer from floor level to top of high voltage bushing. 3. Height of transformer from floor level to top of low voltage bushing. 4. Height of transformer from floor level to top of tank, and to the highest non -removable part. 5. Height above floor necessary for untanking unit. 6. Weight of core and windings. 7. Weight of tank and fittings. 8. Number of gallons of oil and total weight of the oil in main tank. 9. Total weight of the assembled transformer including oil. 10. Power requirements for all control and auxiliary equipment. 11. Base dimensions of the transformer. 12. Approximate center of gravity with oil, and without oil. 13. Dimensions of transformer base projected beyond and around its tank wall. 14. Thickness of transformer base and dimensions of the supporting skid. 15. Seismic anchor plate design and dimensions. 2. Manuals Supplier shall submit complete instruction manuals, including parts list, for the transformers and all devices and equipment furnished with the transformers. The manuals shall give complete and detailed instructions for erection, installation, operation, adjustment, and maintenance. Copies shall be submitted as specified in Table 1. One instruction manual shall be located in a pocket attached to the inside of the control cabinet door when shipped. Instruction manuals shall be submitted in electronic format using MicrosoftTM Word. Specification No. GSU-TR- 1 -2002 25 r 3. Test Reports Supplier shall submit certified test reports for all specified tests. Copies shall be submitted as specified in Table 1. 4. Inspection and Test Plan Supplier shall submit a detailed inspection and test plan (see Table 1). The inspection and test plan shall be submitted along with the drawings for review allowing sufficient time for City's concurrence and approval. The plan shall include the following: Specification No. GSU-TR- 1 -2002 26 S a. Inspection and test witness points during the manufacture, assembly, and testing activities for the apparatus (including subcontracted components). b. All inspection and test procedures including: 1. Title of inspection or test procedure. 2. Identification of apparatus being inspected or tested. 3. Inspection or test objectives. 4. Detailed listing of components to be inspected or tested including reference to this specification requirements and designation of any ANSI, ASTM or other national standard test procedures used. 5. Criteria for inspection or test acceptance and rejection. 6. Test configuration. 7. Scheduled date and time duration of test. 8. Test prerequisites. 9. Description of testing facility. 10. Authorities and responsibilities for conduct of tests and approval of test results. 11. Description of test equipment. 12. Listing of all data to be observed and recorded. Tier shall furnish, on request, repair or replacement parts for a period of at least 10 years, by maintaining in e all necessary spare parts. Templates, gauges, patterns, records and special machinery from which necessary parts may be made, shall be retained for 30 years. Specification No. GSU-TR- 1 -2002 27 16.0 MOVING AND JACKING FACILITIES 1. Moving The bases of the transformers shall be constructed to permit rolling in the directions of the centerlines of the segments in accordance with ANSI Standard C57.12.10. 2. Jacking Details of jacking provisions shall be furnished. The jacking facilities shall be such that when the jacks are in place they will not interfere with the placement of skids. The minimum dimension between the floor line and jacking point shall be 18 inches. 17.0PROPOSAL REQUIREMENTS 17.1 DRAWINGS Three sets each of non -reproducible drawings: 1. Bushing drawings: The drawings shall include the current rating and the creepage distance. HV line: ABB 069WO412AN HV Neut: ABB 025WO412AY Item 1 LV: Lapp B-88733 Item 2 LV: Lapp B-88742 2. Outline drawings: The outline drawings shall contain the information specified in § 14.0. and will be provided at the time of design. 17.2 INFORMATION Three copies of the following information: 1. High voltage rating. 2. Low voltage rating. 3. Kilovolt -ampere rating and class. 4. Guaranteed total Loss at 100% (mid -tap) voltage and FA 55°C load. 5. Guaranteed no load loss at rated voltage at 20°C. 6. Guaranteed no load loss at 110% voltage at 20°C. 7. Guaranteed exciting current at 100% voltage. 8. Guaranteed exciting current at 110% voltage. 9. Guaranteed percent impedance. 10. Zero sequence percent impedance. (approximately 6.5% at the 65°C OA rating) 11. Guaranteed maximum audible sound levels of OA transformers in decibels. 12. Guaranteed audible sound levels of OA/FA or OA/FA/FA. (a) At the OA rating. (b) At the FA or FA/FA rating with fans running. Specification No. GSU-TR- 1 -2002 28 f 13. Total shipping weight. 14. Type of oil preservation system. (Deltair positive pressure nitrogen system) 15. Method of mounting radiators; removable or integral with the tank. ( Radiators will be removable) 16. Information as to whether the transformers will be shipped oil or air filled. (Air Filled) 17. Bushing temperature rise test reports. The Lapp bushings being provided have a hotspot temperature of 104°C and an average rise of 64°C. 18. Elementary (schematic) wiring diagrams for the control scheme of the forced cooling equipment. 17.3 GUARANTEED DELIVERY A guaranteed delivery schedule shall be submitted with bid package. Delivery, FOB jobsite, for the first two (2) Combustion Turbine GSU transformers shall be March 1, 2002. The Steam Turbine and Spare GSU transformers shall be delivered, FOB jobsite, no later than August 1.5, 2002. Liquidated damages of $3000.00 per day shall be paid to the City of Vernon by Supplier for each day a GSU transformer fails to meet it guaranteed delivery schedule to the jobsite. 7.4 EXCEPTIONS A detailed list of exceptions with reference to this specification shall be provided with bid package. Specification No. GSU-TR- 1 -2002 29 TABLE 1. QUANTITY AND TYPE OF SUBMITTALS AFTER BID AWARD * Approval Not Required ** Transformer on Shipment N - Non -Reproducible; R - Reproducible; E - Electronic Format Specification No. GSU-TR-1-2002 30 TYPE OF DOCUMENTATION REQUIRED FOR APPROVAL REQUIRED NO. OF DAYS AFTER AWARD AS -BUILT (APPROVED) DRAWINGS REQUIRED NO. OF DAYS PRIOR TO SHIPMENT Outline Drawings 4/N 30 1/R, 1/E 90 Foundation Drawing, Skid or Baseplate Drawing, Seismic Hold Downs 4/N 30 1/R, 1/E 90 Bushing Drawings 4/N 45 1/R, 1/E 90 Nameplate Drawings 4/N 60 1/R, 1/E 90 Terminal Board Drawings 4/N 60 1/R, 1/E 90 Excitation curves for each type relay BCT 4/N 60 1/R, 1/E 90 General Arrangements 4/N 60 1/R, 1/E 90 Device Detail Drawings 4/N 60 1/R, 1/E 90 Schematic Diagrams 4/N 60 1/R, 1/E 90 Wiring Diagrams 4/N 60 I/R, 1/B 90 Motor Data 4/N 60 1/R, 1/E 90 Instruction Manuals ----- ------ **7/N, 1/E **90 Test Reports ----- ------ 3/N, 1/E 15 List of Special Tools 4/N _ ___ 1/R, 1/E 90 Recorded Gas Pressure and Moisture Content ------ ----- 3/N 15 Inspection and Test Plan *1/N 60 ------------ ---------- EXHIBIT Iwo10 1 EXHIBIT B 2 INSURANCE SCHEDULE 3 Delta Star shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 4 I. Coverage and Limits 5 Bodily rX InJ P Yu Pro ert Dama e � 6 Hazards Each Person Each Accident Each Accident 7 Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 8 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 9 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 II. General and Professional Liability 12 General Liability $1,000,000 $2,000,000 $1,000,000 13 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 14 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 15 Contract Liability $1,000,000 $2,000,000 $1,000,000 16 Professional Liability $2,000,000 $2,000,000 $2,000,000 17 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 18 19 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 20 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Agreement. 22 4. Such other endorsement as may be required by addendum hereto. 23 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Certification of the following proofs by the 24 insurance agent or broker will not be accepted: 25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and 26 statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. 27 28 A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT "B" SUPPORTING DOCUMENTS w 1 3 4 5 G 7 8 9 10 13, 12 13 14 15 16 1! is 19 20 21'. 2.2 23 24 25 26' 27 28 EQUIPMENT PURCHASE CONTRACT THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as, the original hereof for all purposes, as of this day of February 2002, in the City of. Vernon, Country of I,os Angeles, California BY AND BRTWEFN THE CITY OF VERNON (hereinafter referred to as the 'City") 4305 Santa Fe Avenue Vernon, CA 90058 AND DELTA STAR, INC. (hereinafter referred to as "Delta Star") 270 industrial Road San Carlos, CA 94070-2602 RECITALS WHEREAS, the City's Utilities Department has determined that the City is need of certain equipment as part of its endeavor to increase the City's electric generation capacity; and WHEREAS, Delta Star has advised the City that it can provide the equipment required by the City; and WHEREAS, the City desires to enter into an agreement with Delta Star to provide for the purchase of two (2) generator step-up poorer transformers for the Malburg Generating Station Project; and WHEREAS, Delta Star represents that it is qualified and capable of providing the type of equipment the City requires and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES HERETO DO MUTUAJjIY AGREE AS SET F01,VkH H9RFIN: 1. Purchase. Delta Star agrees to sell and deliver two (2) generator stcp- 1 up power transformers as set forth and described in detail in the 2 Proposal, a copy of which is attached hereto as Exhibit "A" and 3 incorporated herein by reference. 4 2. Time of Performance. 51 Delta Star's performance as identified herein shall commence 5 upon the signing of this Agreement and shall be completed by Delta 7 Star, unless terminated or extended. 8 3. Price. Delta Star agrees to sell and deliver two (2) generator step- 10 up power transformers described in its Proposal for the amount of Four 11 Hundred Vourteen Thousand Four Hundred Sixty Dollars and No Cents 12 ($414,460.00) per unit for the total sum of Eight Hundred Twenty -Eight 13 Thousand Nine Hundred Twenty Dollars and No Cents ($828,920.00), 14 excluding tax. 15 4. Pa ent Terms. 16 The City agrees to pay Delta Star progress payments as 17 follows: after delivery of the equipment and acceptance by the City, 18 Delta Star shall invoice the City. The City agrees to pay Delta Star 19 for the full amount of the equipment within thirty (30) days after the 20 City'a testing and acceptance of the equipment and the City's receipt 21 of an invoice from Delta Star. 22 5. Change and Extra Services. 23 The City reserves the right to request changes in the 24 equipment design, delivery dates, or additions to or deletions from the 25 equipment purchased from Delta Star. All such changes shall be 261 incorporated in written change orders executed by the City and Delta 27 Star that shall specify the changes ordered and the adjustment of 28 prices, delivery schedules and warranties. Any equipment or services - 2 1 added to this Agreement, under this section, shall be executed under 2 all applicable conditions of this Agreement. No claim for additional 3 cotlipensation or extension of time shall be recognized unless contained 4 in a duly executed change order. 5 6. Cancellation/Default. 61 A. This Agreement may be terminated by the City for its 7 convenience upon fifteen (15) days prior written notice and upon a payment of reasonable and proper termination charges, including, but 9 not limited to, all costs incurred or committed prior to the effective 10 date of notice of termination and all charges incurred by Delta Star in 3.1 connection with the termination, plus reasonable overhead and profit. 12 B. In the event that Delta star commits a breach of a 13 material condition of this Agreement, the City shall notify Delta Star 3.4 in writing of said breach and if Delta Star has not cured or begun is reasonable efforts to cure after fifteen (15) days of receipt of said 16 notice, and fails to diligently pursue corrective action, then the City iv ohall have the right to cancel this Agreement. Delta Star shall be 18 responsible for any direct costs due to the City's re -procurement of 19 the equivalent of the equipment or services cancelled from Delta Star. 20 7. Confidential Information, 21 A. Access to Confidential Information. The City may 22 provide Delta star with, or allow Delta star access to, certain 23 information not available to the public concerning, but not limited to 2,1 the City, or businesses located in the City. The information may 25 include, but is not limited to, company information, taxes, sales, 26 value of assets, utility usage, or other such information. All such 27 information shall be known as "Confidential Information" and may not be 28 used to circumvent the responsibility of either party to this - 3 I Agreement. 2 8. No Disclosure. Except as expressly permitted, Delta 3 star shall not disclose, permit the disclosure of, release, 4 disseminate, or transfer, whether orally or by any other means, any 5 part of such Confidential Information to any other person or entity, 6 whether corporate, governmental, or individual, without the express 7 prior written consent of an authorized representative of the City. p Delta Star shall return any written Confidential information, and all 9 copiers made of such items, to the City upon the City's written request, to but in any event not later than the date that Delta Star has performed 11 all services to be performed pursuant to this Agreement. Delta Star 12 hereby agrees that such Confidential. Information and any documents 13 provided may be used by Delta star only as authorized by the City. 14 Delta Stara shall take reasonable measures to avoid any disclosure of 15 any such Confidential. Information to any unauthorized person. 16 C. Court Ordered Disclosure. Delta Star shall immediately 17 notify the City of any court order or subpoena requiring disclosure of 18 Confidential Information, and shall cooperate with legal counsel in the 19 appeal or challenge of any such order or subpoena. Recipient may only 20 disclose Confidential Information required to be disclosed pursuant to 21 court order or subpoena after legal counsel has exhausted any lawful 22 and timely appeal or challenge. 23 D. Remedies. In addition to any other remedies that it may 24 have at law or in equity, the City shall he entitled to a temporary and 25 permanent injunction by a court of competent jurisdiction against any 261 breach or threatened breach of the Confidential information provisions 27 of this Agreement. Delta Star acknowledges that in case of such breach 28 or threatened breach of said provisions, the City would have no - 4 - I adequate remedy at law. 2 8. Warranties. 3 Delta Star warranty title to the equipment purchased 4 hereunder and any part thereof to be free of any claim of any security 5 interest, lien or any encumbrance. Delta Star also warrants that the 6 equipmenL will be delivered new and shall be free from defects in 7 material and workmanship for the warranty period of twelve months from a operation, All manufacturers' warranties, any warranties typically 9 provided by Delta Star, and any other warranties made applicable by law 10 shall apply to the parts and labor provided by Delta Star. 11 9. Compliance with Laws, 12 Delta Star shall strictly observe and comply with all 13 applicable federal, state, and local laws, ordinances and regulations 14 governing this sale, including but not limited to any permit or license 15 requi.roments of the United States Department of Commerce, as well as 3.6 any laws of the United States of America, 17 10. Governip Law. 18 The validity, interpretation and performance of this 19 Agreement shall be controlled and construed under the laws of the State 20 or California as enacted and in force at the time this Agreement is 21 fully executed. 22 11. Forum Selection. 23 Any action brought relating to this Agreement shall be 24 brought and held exclusively in a State Courtin the County of Los 25 Angeles, California. 26 12. Notices. 27 Notices to the parties, unless otherwise requested in 28 writing, shall be sent to: - 5 - Icity; 1 2 3 4 5 7 8 9 10 11. 12 13 :1.4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Delta star: THE CITY OF VERNON ATTN., BRUCE V . MALKENHORST CITY ADMINISTRATOR 4305 SAWA FE AVDNUE VERNON, CA 90058-0805 DELTA SPAR, INC. ATTN: LIZ FINCH, CONTRACT ADMINISTRATOR 270 INDUSTRIAL ROAD SAN CARLOS, CA 94070-2602 13. General Provisions. A. Independent Contractor. At all times during the term of this Agreement, Delta Star shall he an independent contractor and shall not be an employee of the City.- The City shall have the right to control Delta Star only insofar ,is the rosulLa of Delta Star services rendered pursuant to this Agreement; however, the city shall riot have the right to control the means by which Delta Star accomplishes services rendered pursuant to tho Agreement except to the extent that such services involve the use of City property or Confidential Information. D . Delta Star Not Agent. Except as the City may specify in writing, Delta Star shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Delta Star shall have no authority, express or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. C. Indemnification. Delta Star shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and all claims, demands, losses, damages, liabilities, fines, charges, -penalties, orders, judgments and all costs and expensas incurred in connection therewith, including reasonable attorney's fees - 6 - i and costs of defense arising out of the services performed under this 2 Agreamont, except to the extent arising from or caused by the sole 3 negligence or willful misconduct of the City, its officers, agents or 4 employees S D. Comprehensive General and Automobile Insurance. 6 Delta Star agrees to provide insurance in the amounts and 7 forms specified in Exhibit "S," which is attached hereto and made a S part hereof by reference. Comparable coverage: shall be provided for g each subcontractor used in the performance of this Agreement. Delta LO Star sb411 submit to the City documentation indicating compliance with ii these minimum requirements no legs than one (1) day prior to the 12 beginning of performance under this Agreement. Delta Star shall not 13 commPncc performance of its services under this Agreement until the 14 above insurance has been obtained and proof of insurance has boon filed is with and approved by the City. iG P. Assignment and subcontracting Prohibited. 17 No party to this Agreement may assign or subcontract any 18 right or obligation pursuant to this Agreement without the express 19 written consent of the other party. Any other attempted or purported 24 assignment of any right or obligation pursuant to this Agreement shall 21, be void and of no effect. 22 V. Entire Agreement. 23 This Agreement constitutes the complete and final expression 24 of the agreement of the parties and is intended as a complete and 25 exclusive statement of the terms of their agreements and supersedes all 26 prior and contemporaneous offers, promises, representations, 27 negotiations, discussions, communications and agreements which may have 28 been made in connection with the subject matter hereof. All exhibits - 7 - l are incorporated by reference. Delta star represents that in entering 2 into this Agreement, it has not relied on any previous representations 3 or understandings of any kind or nature. It is understood and agreed 4 that in the event of a conflict between the Proposal and this 5 Agreement, the terms of this Agreement shall prevail. 5 G. Partial Invalidity. 7 Wherever possible, each provision hereof will be interpreted 8 in such manlier as to be effective and valid under applicable law, but 9 in care any one or more of the provisions contained herein will, for 10 any reason, bo held to be invalid, illegal or unenforceable in any 11 respect, such provision will be ineffective to the extent, but only to 12 the oxtent•, of such invalidity, illegality or unenforceability without 13 invalidating the remainder of such invalid, illegal or unenforceable 14 provision or provisions or any other provision hereof, unless such a 15 construction would be unreasonable or contrary to the intent of the 16 parties as expressed in this Agreement. 17 H. Time of the Essence. 18 Time is of the essence in the performance of this Agreement 19 and of each and every provision hereof. The waiver by the City of any 20 breach or breaches hereof shall not be deemed, nor shall the same 21 constitute, a waiver of any subsequent breach or breaches. 22 1. Risk of Loss 23 Title and risk of loss or damage shall pass to the City and 24 delivery shall be deemed to be complete upon delivery FOB jobsite or 25 upon moving into storage at the City's request, whichever occurs first. 26 J. Attorneys' Fees. 27 In the event that it becomes necessary for either party to 28 this Agreement to enforce any of the provisions of this Agreement, the g .. I parties agree that a court of competent jurisdiction may determine and P. fix reasonable attorneys fees to be paid to the successful litigant. 3 K. Benefit of Agreement. Q This Agreement,shall bind and benefit the parties hereto and a their heirs, successors, and permitted assigns. 6 h , Force Mai eure 7 Neither party shall be considered to be in default in any of a its obligations under this Agreement when a failure of performance 91 shall be due to an uncontrollable force. The terms "uncontrollable io force" shall mean any cause beyond the control of the party affected, 11 including, but not• restricted to, flood, earthquake, storm, fire, 12 lightening, epidemic, war, riot, civil disturbance or disobedience, 13 labor dispute, labor material shortage, sabotage, federal, state, or 1.4 municipal action, statute, ordinance, or regulation, embargoos or the 15 United Staten Government or any other government, which by exercise of 16 due diligence such party could not reasonably have been expected to 17 avoid and by exercise to due diligence has been unable to overcome. 18 Father party rendered unable to fulfill any of its obligations under 19 this Agreement by reason of an uncontrollable force, shall give written 20 Notice within five (5) business days of such fact to the other party 21 and shall exorcise due diligence to remove such inability with all 22 reasonable dispatch. 23 M. Waiver. 22 Any waiver at any time by either party of its rights with 25 respect to a default under this Agreement, or with respect to any other 26 matters arising in connection with this Agreement, shall not be deemed 27 a waiver with respect to subsequent default or other matter. 2e - 9 - iv w wvc. 11vte ve. - ve. 1 11 VL 1 v V 01 T LnDVGIIV Ill rlan 11V. Me ODD 100-5 1 2 3 4 5 E 7 0 9 10 11 12 3.3 14 15 -.16 17 18 19 20 21 22 23' 24 25 2.6 211 28 N. Amendment. All changes or modifications to this Agreement shall be in a writing ;stating that it is an amendment to this Agreement and shall be :signed by both parties or their duly authorized agents. This Agreement shill not he modified through course of dealing, usage or trade. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By: EONIS C. MAL URO, Ma or AT' EST: BRUCE V. MALKFNHORST, City Clerk APPROVED AS TO FORM: 'D—TJARDO OLiVO, City A orney - 10 DELTA STAR, INC. By: - Tit e: John Balsle President 8y : Title:Luice Yang, Asst. Corp. Secty