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Resolution No. 8278• M , in 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 RESOLUTION NO. 8278 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND TRIMARK ASSOCIATES, INC. FOR THE MALBURG GENERATING STATION PROJECT WHEREAS, the City of Vernon ("City") is constructing a 134 MW Combined Cycle Power Plant, the Malburg Generating Station (the "Malburg Project"), for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City's inhabitants; and WHEREAS, on July 16, 2003, the City Council of the City of Vernon adopted Resolution No. 8252 with the intention of expediting the purchase of supplies and services for the Malburg Project; and WHEREAS, the City has determined that it needs the turnkey services of an electrical engineering firm to provide all equipment and services necessary to bring the Malburg Project into compliance with the California Independent System Operator requirements for data telemetry, revenue metering and certification (hereinafter referred to as the "Revenue Metering and RIG System"); and WHEREAS, Trimark Associates, Inc. ("Trimark") submitted a proposal dated June 4, 2003, that includes a description of the proposed Revenue Metering and RIG System services and the cost of those services; and WHEREAS, the City has determined that Trimark possesses the technical knowledge and expertise to perform Revenue Metering and RIG System services for the Malburg Project; and WHEREAS, on August 26, 2003, the Finance Committee considered 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 the recommendation of the Finance Director to retain the services of Trimark to facilitate the construction and operation of the Malburg Project; 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 Trimark setting forth the terms and conditions for the performance of the Revenue Metering and RIG System services during construction of the Malburg Project to enhance services provided to the Vernon community. 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 and Professional Services Contract with Trimark Associates, Inc., a copy 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 Agreement 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 Agreement to: Trimark Associates, Inc. Attn. Mark Morosky 893 Embarcadero Drive #4 El Dorado Hills, CA 95762 - 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 3rd day of September, 2003. ATTEST: BRUCE V. MALKENHORST, City C erk f EONIS C. MAL URG, Mifyor - 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 COUNTY OF LOS ANGELES ss I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8278, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, September 3, 2003, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT A I EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT 2 3 THIS CONTRACT is made, entered into and executed in 4 duplicate originals, either copy of which may be considered and used 5 as the original hereof for all purposes, as of this day of 6 September, 2003, in the City of.Vernon, County of Los Angeles, 7 California 8 BY AND BETWEEN THE CITY OF VERNON 9 (hereinafter referred to as "City") 10 4305 Santa Fe Avenue Vernon, CA 90058 11 AND TRIMARK ASSOCIATES, INC. 12 (hereinafter referred to as "Trimark") 13 893 Embarcadero Drive #4 El Dorado Hills, CA 95762 14 RECITALS 15 WHEREAS, City is constructing the Malburg Generating Station 16 Combined Cycle Power Plant at 2715 E. 50th Street in the City of 17 Vernon (the "Malburg Project") for purposes of installing additional 18 generating capacity that is capable of yielding cost effective, 19 efficient and reliable electricity to meet its goals, while meeting 20 Federal, State and local environmental and siting requirements; and 21 WHEREAS, the Malburg Project team has determined that it 22 needs the turnkey services of an electrical engineering firm to 23 provide all equipment and services necessary to bring the Malburg 24 Project into compliance with the California Independent System 25 Operator ("CAISO") requirements for data telemetry, revenue metering 26 and certification; and 27 WHEREAS, Trimark prepared a proposal dated June 4, 2003 28 (hereinafter referred to as the "Proposal"), for the design, I equipment, installation, testing, commissioning, certification and 2 training necessary for revenue metering, Remote Intelligent Gateway 3 (RIG), and related data telemetry technology system for the Malburg 4 Project (hereinafter referred to as the "Revenue Metering and RIG 5 System"), a copy of which is attached hereto as Exhibit "A" and made a 6 part hereof; and 7 WHEREAS, Trimark represents that it is qualified and capable 8 of furnishing the equipment and services described in its Proposal 9 that are necessary to perform the Revenue Metering and RIG System that 10 the City requires and is willing to do so on the terms and conditions 11 set forth below; and 12 WHEREAS, the City desires to enter into an agreement with 13 Trimark to provide for the materials and services necessary for the 14 Revenue Metering and RIG System. 15 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET 16 FORTH HEREIN: 17 1. Scope of Services. 18 Trimark agrees to sell, design, deliver, install and 19 configure the necessary material and equipment and perform the 20 following services: provision of a list of information points 21 necessary to be reported to the CAISO; assist in identifying sources 22 of the required information and identifying the correct communications 23 solution; coordinate with City's communications provider; test 24 installed communications circuits; conduct testing, commissioning and 25 certification of RIG; provide database and RIG spreadsheet; install 26 PKI crypto security module; and provide documentation and training 27 necessary to provide a fully functional Revenue Metering and RIG 28 System, as set forth and described in detail in the Proposal attached -2- I hereto as Exhibit "A." In the event of a conflict between the 2 Proposal and this Contract, the terms of this Contract shall prevail. 3 2. Time of Performance. 4 Trimark' performance as identified herein shall commence 5 upon the full execution of this Contract and is expected to be 6 completed no later than October 31, 2004. If the Revenue Metering and 7 RIG System is not completed within this time period, the City shall 8 have the option of canceling this Contract in order to proceed with 9 the Revenue Metering and RIG System from another vendor. The Contract 10 completion date may also be extended, at the City's sole discretion, 11 for an additional thirty (30) days, or such other time as the parties 12 may agree in order to complete the work specified herein. 13 3. Testing. 14 Trimark shall begin testing the Revenue Metering and RIG 15 System promptly after the Revenue Metering and RIG System has been 16 installed. City's acceptance of the Revenue Metering and RIG System 17 shall be contingent upon the City's verification of the test results 18 and CAISO certification. In the event that the test results reveal 19 that the Revenue Metering and RIG System does not meet the City's 20 preliminary specifications or is not certified by the CAISO, the City 21 shall have the option of rejecting the entire project, rejecting only 22 the damaged equipment or accepting the entire project. Trimark shall 23 be responsible for all costs that may be incurred in connection with 24 the rejection and/or replacement of damaged equipment. 25 4. Price. 26 The total amount to be paid Trimark for the services and 27 equipment provided under the Proposal shall not exceed the sum of Two 28 Hundred Twenty Thousand Eight Hundred Eighteen Dollars and No Cents -3- 1 ($220,818.00), all taxes costs included. 2 5. Payment Terms. 3 City agrees to pay Trimark the following amounts within 4 thirty (30) days after the occurrence of the following milestones and 5 upon receipt of an invoice and testing and acceptance, if applicable: 6 Thirty percent (30%) or Sixty -Six Thousand Two Hundred 7 Forty -Five Dollars and No Cents ($66,245.00) of the total contract 8 price upon issuance of a purchase order and notice to proceed 9 (Milestone 1); 10 Thirty percent (30%) or Sixty -Six Thousand Two Hundred 11 Forty -Five Dollars and No Cents ($66,245.00) of the total contract 12 price after all equipment installed, interfaces functioning and ready 13 for final test (Milestone 2); and 14 Forty percent (40%) or Eighty -Eight Thousand Three Hundred 15 Twenty -Eight Dollars and No Cents ($88,328.00) of the remaining 16 contract price upon final systems testing , CAISO certification and 17 documentation (Milestone 3). 18 6. Change and Extra Services. City reserves the right to 19 request changes in the equipment design, delivery dates, or additions 20 to or deletions from the equipment purchased from Trimark. All such 21 changes shall be incorporated in written change orders executed by 22 City and Trimark and shall specify the changes ordered and the 23 adjustment of prices, delivery schedules and warranties. Any 24 equipment or services added under this section shall be executed under 25 all applicable conditions of this Contract. No claim for additional 26 compensation or extension of time shall be recognized unless contained 27 in a duly executed change order. 28 7. Cancellation/Default. In the event that Trimark I commits a breach of a material condition of this Contract, City shall 2 notify Trimark in writing of said breach and if Trimark has not cured 3 or begun reasonable efforts to cure after fifteen (15) days of receipt' 4 of said notice, and fails to diligently pursue corrective action, City 5 shall have the right to cancel this Contract for cause based on 6 Trimark' default. Trimark shall be responsible for any direct costs 7 due to City's re -procurement of the equivalent of the equipment or 8 services cancelled from Trimark. 9 8. Confidential Information. 10 A. Access to Confidential Information. City may 11 provide Trimark and/or its subcontractor with, or allow Trimark access 12 to, certain information not available to the public concerning City, 13 or businesses located in City. The information may include company 14 information, taxes, sales, value of assets, or other such information. 15 All such information shall be known as "Confidential Information" and 16 may not be used to circumvent the responsibility of either party to 17 this Contract. 18 B. No Disclosure. Except as expressly permitted, 19 Trimark and/or its subcontractor shall not disclose, permit the 20 disclosure of, release, disseminate, or transfer, whether orally or by 21 any other means, any part of such Confidential Information to any 22 other person or entity, whether corporate, governmental, or 23 individual, without the express prior written consent of an authorized 24 representative of City. Trimark and/or its subcontractor shall return 25 any written Confidential Information and all copies made of such items 26 to City upon City's written request, but in any event not later than 27 the date that Trimark has performed all services to be performed 28 pursuant to this Contract. Trimark hereby agrees that such -5- I Confidential Information and any documents provided may be used by 2 Trimark and/or its subcontractor only as authorized by the City. 3 Trimark shall include a contract provision in its contract with 4 subcontractors that binds the subcontractors to this non -disclosure 5 requirement. Trimark shall take reasonable measures to avoid any 6 disclosure of any such Confidential Information to any unauthorized 7 person. 8 C. Court Ordered Disclosure. Trimark shall 9 immediately notify City of any court order or subpoena requiring 10 disclosure of Confidential Information, and shall cooperate with 11 City's legal counsel in responding to any such order or subpoena. 12 Trimark may only disclose Confidential Information required to be 13 disclosed pursuant to court order or subpoena after legal counsel has 14 exhausted any lawful and timely appeal or challenge. 15 D. Remedies. In addition to any other remedies that 16 it may have at law or in equity, City shall be entitled to a temporary 17 and permanent injunction by a court of competent jurisdiction against 18 any breach or threatened breach of the Confidential Information 19 provisions of this Agreement. Trimark acknowledges that in case of 20 such breach or threatened breach of said provisions, City would have 21 no adequate remedy at law. 22 9. Warranties. Trimark warrants title to the equipment 23 purchased hereunder and any part thereof to be free of any claim of 24 any security interest, lien or any encumbrance. Trimark also warrants 25 that the equipment will be delivered new and shall be free from 26 defects in material and workmanship. Trimark shall provide a one (1) 27 year labor and material warranty to begin upon City's acceptance of 28 the Revenue Metering and RIG System. All manufacturers' warranties, WE I and any other warranties made applicable by law, shall apply to City's 2 purchase of the materials and labor provided by Trimark. 3 10. Products Of Consulting. 4 1. All plans, drawings, documents and other writings 5 prepared by and for Trimark, its officers, employees, agents and 6 subcontractors in the course of implementing this Contract, except 7 working notes and internal documents, shall become the property of the 8 City upon payment to Trimark for such work, and the City shall have' 9 the sole right to use such materials in its discretion without further 10 compensation to Trimark or to any other party. Trimark shall, at 11 Trimark' expense, provide such plans, drawings, documents and other 12 writings to City upon written request. All drawings shall be in 13 Autocad 2000 or higher. All design documents shall be in Microsoft 14 Word format. 15 2. Drawings produced by Trimark shall conform to the 16 best standards of that profession. Information shall be organized in 17 a logical and systematic manner. Drawings shall contain as much 18 information on a single drawing as can be done without impairing 19 clarity and quality. 20 3. City has relied upon the professional training and 21 ability of Trimark to perform the services hereunder as a material 22 inducement to enter into this Contract. Trimark shall therefore 23 provide properly skilled professional and technical personnel to 24 perform all services under this Contract. All work performed by 25 Trimark under this Contract shall be in accordance with applicable 26 legal requirements and shall meet the standard of quality ordinarily 27 to be expected of competent professionals in Trimark' field of 28 expertise. -7- 1 4. Trimark shall minimize changes to its key project 2 personnel. The City shall have the right to request key project 3 personnel changes and to review and approve key project personnel 4 changes proposed by the Trimark. 5 11. Compliance with Laws. Trimark shall strictly observe; 6 and comply with all applicable federal, state, and local laws, 7 ordinances and regulations governing this sale, including but not 8 limited to any permit or license requirements of the United States 9 Department of Commerce, as well as any laws of the United States of 10 America. 11 12. Governing Law. The validity, interpretation and 12 performance of this Contract shall be controlled and construed under 13 the laws of the State of California. 14 13. Forum Selection. Any action brought relating to this 15 Contract shall be brought and held exclusively in a State Court in the 16 County of Los Angeles, California. 17 14. Notices. Notices to the parties, unless otherwise 18 requested in writing, shall be sent to: 19 City: THE CITY OF VERNON 20 ATTN: BRUCE V. MALKENHORST 21 CITY ADMINISTRATOR 4305 SANTA FE AVENUE 22 VERNON, CA 90058-0805 23 Trimark: TRIMARK ASSOCIATES, INC. 24 ATTN: MARK MOROSKY 893 EMBARCADERO DRIVE #4 25 EL DORADO HILLS CA 95762 26 15. General Provisions. 27 A. Independent Contractor. At all times during the 28 term of this Contract, Trimark shall be an independent contractor and I shall not be employee of the City. The City shall have the right 2 to control Trimark only insofar as the results of Trimark' services 3 rendered pursuant to this Contract; however, the City shall not have 4 the right to control the means by which Trimark accomplishes services 5 rendered pursuant to the Contract except to the extent that such 6 services involve the use of City property or Confidential Information. 7 B. Trimark Not Agent. Except as the City may specify 8 in writing, Trimark shall have no authority, express or implied, to 9 act on behalf of the City in any capacity whatsoever as an agent. 10 Trimark shall have no authority, expressed or implied, pursuant to 11 this Contract to bind the City to any obligation whatsoever. 12 C. Indemnification. Trimark shall indemnify, defend, 13 protect and hold the City and its officers, agents and employees, free 14 and harmless from and against any and all claims, demands, losses, 15 damages, liabilities, fines, charges, penalties, orders, judgments and 16 all costs and expenses incurred in connection therewith, including 17 reasonable attorney's fees and costs of defense arising out of or 18 attributable to the negligent or wrongful acts of Trimark or its 19 subcontractors, employees or agents in the performance of services 20 under this Contract, except to the extent arising from or caused by 21 the sole negligence or willful misconduct of the City, its officers, 22 agents or employees. 23 D. Insurance. Trimark agrees to provide insurance in 24 the amounts and forms specified in Exhibit "B," which is attached 25 hereto and made a part hereof by reference. Comparable coverage shall 26 be provided for each subcontractor used in the performance of this 27 Contract. Trimark shall submit to the City documentation indicating 28 compliance with these minimum requirements no less than one (1) day I prior -to the beginning of performance under this Contract. Trimark 2 shall not commence performance of its services under this Contract 3 until the above insurance has been obtained and proof of insurance has 4 been filed with and approved by the City. 5 E. Assignment and Subcontracting Prohibited. No 6 party to this Contract may assign or subcontract any right or 7 obligation pursuant to this Contract except as provided for expressly 8 and specifically in the Proposal or with the express written consent 9 of the other party. Any other attempted or purported assignment of 10 any right or obligation pursuant to this Contract shall be void and of 11 no effect. 12 F. Entire Agreement. This Contract constitutes the 13 complete and final expression of the agreement of the parties and is 14 intended as a complete and exclusive statement of the terms of their 15 agreement and supersedes all prior and contemporaneous offers, 16 promises, representations, negotiations, discussions, communications 17 and agreements which may have been made in connection with the subject 18 matter hereof. All exhibits are incorporated by reference. Trimark 19 represents that in entering into this Contract it has not relied on 20 any previous representations or understandings of any kind or nature. 21 G. Partial Invalidity. Wherever possible, each 22 provision hereof will be interpreted in such manner as to be effective 23 and valid under applicable law, but in case any one or more of the 24 provisions contained herein will, for any reason, be held to be 25 invalid, illegal or unenforceable in any respect, such provision will 26 be ineffective to the extent, but only to the extent of such 27 invalidity, illegality or unenforceability without invalidating the 28 remainder of such provision or provisions or any other provision -10- I hereof, unless such a construction would be unreasonable or contrary 2 to the parties' intent as expressed in this Contract. 3 H. Risk of Loss. Risk of loss or damage shall pass 4 to the City upon installation and acceptance by the City. 5 I. Benefit of Agreement. This Contract shall bind 6 and benefit the parties hereto and their heirs, successors, and 7 permitted assigns. 8 J. Waiver. Any waiver at any time by either party of 9 its rights with respect to a default under this Contract, or with 10 respect to any other matters arising in connection with this Contract, 11 shall not be deemed a waiver with respect to subsequent default or 12 other matter. 13 K. Amendment. All changes or modifications to this 14 Contract shall be in writing stating that it is an amendment to this 15 Contract and shall be signed by both parties or their duly authorized 16 agents. This Contract shall not be modified through course of 17 dealing, usage or trade. 18 L. Force Majeure. Neither Party shall be considered 19 to be in default in any of its obligations under this Contract when a 20 failure of performance shall be due to an uncontrollable force. The 21 term "uncontrollable force" shall mean any cause beyond the control of 22 the party affected, including, but not restricted to, flood, 23 earthquake, storm, fire, lightening, epidemic, war, riot, civil 24 disturbance or disobedience, labor dispute, labor material shortage, 25 sabotage, federal, state, or municipal action, statute, ordinance, or 26 regulation, embargoes of the United States Government or any other 27 government, which by exercise of due diligence such party could not 28 reasonably have been expected to avoid and by exercise of due -11- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22i 23 24 25 26 27 28 diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: EDUARDO OLIVO, City Attorney M CITY OF VERNON LEONIS C. MALBURG, Mayor TRIMARK ASSOCIATES, INC. By: Title: By: Title: -12- EXHIBIT 0 Otis Smith City of Vernon 4305 Santa Fe Avenue Vernon, CA. 90058 Quote #: 1135.1 Valid for: 60 days Date: Your contact: E-Mail: Office Cellular: Wednesday, June 04, 2003 Mark Morosky/Scott O'Donnell sodonnell@trimarkassoc.com 415-642-0909 415-609-0380 TlrimarK AssociA ris, iae. Trimark Associates Inc. 893 Embarcadera Drive * El Dorado Hills, CA 95762 Tel. (916) 941-0440 FAX (916) 941-0492 www.trimarkassoc.com Subject: REVISED Quotation for Turnkey California Independent System Operator (CAISO) Revenue Metering and Remote Intelligent Gateway (RIG) System at The City of Vernon's Malburg Plant. Dear Mr. Smith: In response to our previous discussions and meetings with City of Vernon representatives, we are pleased to submit this revised quotation for Turnkey Engineering and Installation of an ISO certified Remote Intelligent Gateway (RIG) and revenue metering to be installed at your Malburg generation facility. In addition to our pricing information, this document describes our company overview, our proposed solution, scope of work, and information about our staff. The revision accounts for the additional metering requirements of the plant. As per your email dated June 4, we are not including metering for existing units, 6 and 7 (2 - 5.2 MW gas turbines) and the 4 diesels, units 1, 2, 3, and 5. It does include provisions in the RIG for adding them if necessary. Also submitted in the proposal is the simplified one4ine diagram, as requested. The drawing, Appendix B, is titled Metering Overview. Company Overview Trimark Associates Inc. (Trimark) is a certified ISO "Third -Party" Meter Inspection Company, a Meter Engineering Firm and an ISO registered DPG/RIG Engineering firm. We have many ISO RIG/DPG and, revenue metering installations certified by CA ISO (See Appendix A) and based on our experience with power plants and equipment similar to yours. The Trimark team has extensive experience with: • Remote Intelligent Gateways (RIG) • Data Processing Gateways (DPG) • ISO Revenue Metering • Real -Time operations and telemetry • Meter Data Acquisition and MV 90 Metering Systems • IT Infrastructure, Systems Integration and E-Commerce city of Vemon Tu"*ey CAW Metering and RIG kwtallation: Proposal and mat on 614RM <7J'L:) Wn7ark A996CIATEs, lac_ The Trimark staff is very familiar with the internal processes at ISO and has a good working relationship with current ISO staff. These factors will assist in obtaining approval to proceed with the proposed engineering design and issuance of final certifications. Our Solution Based on our previous conversations with you and your team, we believe that we have a clear understanding of your requirements. Our experience includes deployment of CAISO compliant RIGs, metering and related technology at several facilities similar to yours. Our objective is to provide all equipment and services to bring the Malburg project into compliance with the CAISO requirements for data telemetry and revenue metering and then to certify the final installation with CAISO. Our proposed solution is based on an Alstom eTerraControl style RIG communicating with several intelligent devices and discreet measurement points along with an ION 8500 based revenue - metering system. Trimark is an authorized Alstom - ESCA System Integrator and distributor of their RIG and DPG software solutions. All proposed devices, software and cryptography are approved by the CAISO to be compliant with the RIG Technical Specifications. The proposed RIG and metering installations will each be contained in NEMA type enclosures. The RIG installation will be located in the station's control room. The metering installations will be located in the switchyard, in NEMA 4 enclosures. The metering sites will be placed at The City of Vernon's convenience and subject to their approval. The metering and RIG installations will accommodate revenue metering and real-time telemetry, per The City of Vernon and CAISO requirements, for the three Malburg generators, station service, and the auxiliary loads with emergency feeder site. Provisions will be made in the RIG hardware and database for possible future inclusion of existing units, 6 and 7 (2 5.2 MW gas turbines) and the 4 diesels, units 1, 2, 3, and 5. Trimark will determine and specify the wiring configuration and equipment details for the installation of the current and potential transformers (CTs and PTs) and all other system interfaces. The installation and wiring for the following into the RIG or metering enclosure, as necessary, will be supplied by The City of Vernon: • CT/PT units e DCS (or similar type IEDs) • T1 line telecommunications circuit • Asynchronous communications circuits to the revenue meters Trimark will provide the necessary communication feeds from the RIG and metering installations to CAISO, The City of Vernon, and/or the Scheduling Coordinator. City of Vernon Turnkey CAISO Metering and RIG Installation: Proposal and Quotation -- 6/4/2003 <7AU> 31kimark AssaerArig, me - Scope of Work Please refer to the quote form for prices and list of deliverables Services Trimark will provide a list of information points necessary to be reported to the ISO and will assist in identifying sources of the required information. We will also assist in identifying the correct communications solutions and are prepared to coordinate with your communications provider the provisioning and testing of the installed communications circuits. Testing, Commissioning and Certification — Throughout the entire process of deploying the RIG, Trimark will work as liaison to the ISO to gain engineering approvals, to coordinate testing schedules and to produce relevant correspondence. RIG testing and certification will be conducted in close coordination with CAL -ISO staff to ensure that all points are being tele-metered as expected and that set -point control is functioning properly. Database and RIG Spreadsheet — During the design phase of the project, Trimark staff will work closely with the ISO RIG Project Engineer to complete a documentation package that describes in detail the RIG data sources, communications strategies and RIG database. The database will be described using the ISO approved spreadsheet. Trimark will also provide the ISO with a high level diagram of the installed equipment and how it integrates with their systems. PKI Crypto Security Module — Trimark will deploy the Datakey `Hard -Card" cryptographic reader module and the hard card certificates necessary to communicate with the Master RIG at ISO. Two cards will be provided; the first should be used as the primary and the second for redundancy in case of failure of the primary certificate Documentation — CAL -ISO requirements for documentation at a RIG installation are significant in scope and extend from the communication interfaces, including the RIG and generating station that will be under direct ISO control. Trimark will provide a complete documentation package including (but not limited) to: • Communications Block Diagrams • As -Built Telecom and RIG Room Drawings • Single -Line Wiring Diagrams • Schematics • Final System Database • RIG Certification Test Results • RIG System Manuals In addition to producing the documents listed above, Trimark will help coordinate the execution of the Security Practices Document, CAISO Data Access Form, Security Card signoff and the RIG Generator Acceptance Testing Package (RGAT). Training - A Trimark RIG Engineer will provide two separate training sessions of up to four hours each. The first session will be directed to facility operators with emphasis on component identification, overall operations, detection, equipment failure response, re -starting the RIG and failure notification procedures. The second session will be direct toward technicians with emphasis on overall system operations, Modbus interfaces, cabling and power requirements, point lists, configuration management, diagnosing and troubleshooting problems. Each training session will City of Vahan Tumkey CAISO Metering and FUG kv.Ukd on_ Proposal and Q0t2ti0n 6I4/M <7IL llrimark AS98C[ATE4, INC. conclude with a question and answer period to ensure that all trainees have an opportunity to clarify any outstanding questions. Product The RIG architecture consists of a multi -tier system designed around the Alstom eTerra Control platform. The standard RIG supports DNP and Modbus protocols as well as analog and indication 1/0 connections. The UPS, router, hub, enclosure, encryption and card module are mounted in a NEMA approved enclosure in the control room. The RIG database covered under this proposal will be sized to handle the tele-metered information and control data for the two existing generators, the diesel generators (Units 1, 2, 3, and 5), and the new, three unit, combined -cycle system at the Malburg site. Future data points from additional generating facilities may be added, pending ISO constraints, to the database and communications infrastructure as required by The City of Vernon RIG Software Includes: • MS Windows 2000 Professional Operating System • Alstom RIG eTerracontro/ Software • CIP (Cryptographic Interface Provider • PC Anywhere Software • Miscellaneous System Drivers RIG Hardware Includes: • Intel Pentium class "Industrial Grade" CPU • Terminal Server Router • Uninterruptible Power Supply (UPS) • CIP Token Reader • 2 ea. CIP Tokens • Networking switch • 10 Modules Metering The metering will consist of 16 ION 8500 form 9S meters equipped with RS-232 High -Speed Communications, 10/100 Base-T Ethernet port, ANCI C12.13 Optical port and analog modem. The meters will be mounted in NEMA 4 rated enclosures and equipped with 'A" base adapter sockets and "States' type isolating test switches. A Trimark CAISO metering specialist will install and wire the meters according to the CAISO practices and policies. Communications The RIG connects to the ISO's Energy Communications Network (ECN) via a TI based Ethernet connection. It remains the responsibility of The City of Vernon to provide ISO acceptable connectivity to ISO's Energy Control Network ECN as prescribed by CAISO. Trimark Staff Trimark Associates is staffed by a dedicated group of professionals with diverse backgrounds. Trimark's engineering staff boasts over a century of experience in the electrical utility industry. Our cay Of Vc— runAey cwl,4o Me OMV and RIG rWWw;on: Proposal and ouotaWn 8742009 4CUL Thmark AS90CIArES, INC_ staff is responsible for the engineering and installation of systems designed to interface with new or existing electrical energy monitoring software and hardware. These systems include, but are not limited to, metering and tele-metering systems developed according to California ISO guidelines. Trimark Engineers specialize in the design of cost effective interfaces between California energy market participants and the CAISO or it's agents. We are staffed to offer hardware and software support related to the various CAISO approved vendors. Trimark offers expedited response to clients with emphasis on reducing or eliminating "down time". Trimark was the first to install a RIG in the California ISO control area certified under the new CAISO requirements for DNP 3.0 communications capability. Our staffs experience with the ION 8400 and 8500 meters is unparalleled in the CAISO market. Trimark's CAISO Metering Group programmed, tested and verified the first ION meters certified by the CAISO in applications as CAISO Metered Entities. The meter programs that our staff developed were adopted by CAISO as the standard to comply with for all future ION meter installations. As of the writing of this proposal, Trimark has 15 ION meters certified as CAISO Revenue meters with 10 of those meters installed in a Wide Area Network environment providing revenue data to CAISO as well as real-time operations data to the local utility energy schedulers and operations staff. The Trimark team has specialized experience with: • Remote Intelligent Gateways and Data Processing Gateways • Real -Time operations and telemetry • ISO Revenue Metering systems and Meter Data Acquisition • SCADA and Energy Management Systems • Automatic Generator Control (AGC) • TCP/IP, RS-232, RS-485, fiber optic, and network communications • Communications circuits such as T1, Frame -Relay, DSL and ISDN as well as High Voltage circuit protection (Positron) • IT Infrastructure, Systems Integration and E-Commerce Schedule Trimark recognizes that our schedule will likely be dictated by construction progress, The City of Vernon staff availability, communication circuit deployment, weather and deployment of systems providing data to the DPG. We will make every effort to meet your requirements for the deadlines imposed on the project. We recommend a kick-off meeting to define all critical milestones and deadlines in order to ensure that we meet your expectations on this project. I hope that this information provides you all of the detail required to understand our approach to the project and to select Trimark to support this important initiative. If you have any questions or would like clarification on any of the items contained in this Trimark proposal, please don't hesitate to call me at 916-941-0440. Sincerely, Mark Morosky, Scott O'Donnell Trimark Associates Inc. C4 of Verron TumYay CAISO Metering and RIG kwWlMion: Proposal and Ouotaliun 614J2M or-71L Tkimark ASSOCIATES, 8XV. Pricing 1) Alstom eTerraControl RIG system including: - Pentium III based Rack Mount Server o Intel Pentium Ili 1 GHz Processor o Windows 2000 Professional Operating System - RIG E-Terra Control application Ether -logics 1/0 module Cisco 26XX series router with: ■ T1 WIC Module ■ Asynchronous Interface Module ■ RJ-45 Octal Cable Package Cisco 10/100 Base-T HUB ISO compliant security certificate Certicom Encryption Module Un-interruptible power supply NEMA Approved Enclosure - Misc. interface applications and drivers 2) CAISO Revenue Metering System Including: - (5) NEMA 4 Metering Enclosure - (16) Power Measurement's ION 8500 meter Form 9S, Class 20, 85 - 330 VAC with: 0 4 KYZ Contact Outputs —2 Bi-directional RS-232 Ports o Auxiliary Power input o High Speed RS232 Connector and Cable for Revenue Data Interrogation 0 10/100 Base-T Ethernet Interface o ModBus interface and 5' cabling package 0 33.6 kbps Analog Modem - (16) 13 Jaw "Form 9A-Base" adapter socket - (16) 10 position States Test Switch 3) Installation and Configuration Service includes*: - Preliminary Engineering and approvals from CAISO - RIG and metering Installation, configuration and testing - Meter Procurement and Programming - Meter Registration Testing - NEMA Enclosure Installation - RIG Database and CAISO Compliant Spreadsheet Creation - RIG Interface configuration and testing - Point-to-point testing with CAISO - Execution and completion of RIG Generator Acceptance test procedure (RGAT) - Final CAISO Required Documentation and site certifications - Up to 8 hours training for technical staff - Travel, lodging and Out -of -Pocket Expenses * On -site work will occur in two phases with the initial installation, integration, troubleshooting and testing accomplished by at least two Trimark staff members (CAISO Metering specialists and a RIG Engineer). An indiWdual RIG engineer will complete final point-to-point and communications testing with CAISO during a subsequent on -site session while the project is on-line and generating. Total Turnkey RIG and CAISO Revenue Metering Price: $220,818 City of V- Turnkey CAM We" and RIG MstalWion: Roposal and Quotation 914M 03 ?I mark ASSOCIATES, INC. Pricing cost NOTES: 1. This quote is subject to Trimark Associates, Inc. Standard Contract Terms and Conditions. 2. Prices include all state, local sales, and use taxes. MILESTONE PAYMENT SCHEDULE Since this project has several distinct milestones with quite a bit of uncertainty of the schedule of each milestone, we request that three major milestone payments (terms of net 30) be made as follows: Milestone Description Percent of contract Dollar Amount 1 Issuance of Purchase Order and 30% $66,245 notice to proceed 2 All equipment installed, interfaces 30% $66,245 -functioning and ready for final test 3 Final systems testing, CAISO 40% $88,328 certification and documentation City of Ve Turnkey CAISQ Meteirg and RIG kataltation: Proposal end Quotation 6140M TRIMARK ASSOCIATES INC. EL DORADO HILLS, CALIFORNIA STANDARD TERMS AND CONDITIONS )WD74vrk SSOVIATES. /MO. The following are the Standard Terms and Conditions by which Trimark Associates Inc.® (°Seller" sells and licenses its goods and services. These Terms and Conditions app�y to all transactions except as the parties otherwise mutually may agree and confirm specifically within parts of this Contract of equal or higher standing of precedence. 2. TERMS OF DELIVERY, TITLE AND PAYMENT: (A) Delivery: Unless otherwise provided herein, goods shall be delivered F.O.B. Destination. 0 And primer 1; 3. PACKING, MARKING AND SHIPPING: Seller shall pack, mark and ship all goods and supplies in accordance with the requirements of this Contract and otherwise in co npfiance with transportation regulations and standard commercial practices for protection and shipment. Seller shall secure the most advantageous transportation service and rates consistent therewith. Separate or additional charges may be payable by Buyer for containers, crating, boxing, bundling, or storage when required for non-standard transportation methods. 8. ASSIGNMENT AND SUBCONTRACTING: (B) Assignment of Amounts Due: Notwithstanding the foregoing, any amount due or to become due hereunder may be assigned by Seller, provided that such assignment shall not be binding upon Buyer unless and until the fully executed assignment agreement is received by Buyer. 10. COMPLIANCE WITH LAWS: Buyer and Seller shall comply, in all material respects, with all applicable federal, state and local laws, codes and regulations in the performance of this Contract 11. RESTRICTIONS OF TECHNICAL DATA Certain data furnished by Seller under this Contract constitutes proprietary and confidential information of seller, and is subject to restriction of disclosure. The Buyer agrees not to disclose or otherwise reproduce such information in whole or in part, without prior written consent of Seller. 12. PATENT AND COPYRIGHT INDEMNITY: (A) Indemnification and Defense: Seller shall indemnity and defend Buyer against any claim alleging goods furnished hereunder infringe a United States patent or copyright or other intellectual prop�ly right to proprietary or confidential information. Seller is responsible for all such costs and related damages, including court costs and reasonable attorney fees, provided Buyer gives Seller prompt written notice of such claim and, at Seller's request and expense, information, reasonable assistance and sole authority to defend or settle the claim. (B) Remedies: In the defense or settlement of any such claim, Seller may secure rights to continue use of the goods, replace or modify them to be non - infringing. If such remedies are not reasonably available, Seller shall determine aftemate sources of comparable goods or accept their return from Buyer for credit, subject to reasonable adjustments for their use and depredated value. (C Limitations: Seller shall have no liability if the claimed infringement is due to �uyer'sIbense, a sale of the goads in combination with other goods not furnished by Seller, or due to iron permitted or non -authorized use by the buyer. In no event shall Seller, its contractors, suppliers, a agents, be liable to buyer or others fa spe !al, consequential, incidental a exemplary damages arising out of, pursuant to a in connection with Seller s sale a agreement to seU hereunder, whether or not due to causes covered by Parts (A) a (B) above. 14. WARRANTY, CLAIM PROCEDURE AND LIMITATION OF LIABILITY: (A) Limited Product Warranty: Seller warrants to Buyer that all Seller goods when delivered under this Contract are free from defects in workmanship and materials at the tirne of delivery. Seller will pass -through all warranty rights of manufacturer to Buyer . I THIS WARRANTY IS THE ONLY WARRANTY MADE By SELLER AND 1 W(PRESS1 V IN LIEU OF ALL OTHER WARRANTIES 1EXPRESS OR IMDI IE AND ANY WARRANTIES OF MERCHANTABIUTY AND FITNESS FOR AXY PARTICULAR PURPOSE ARE SPECIFICALLY EX"' I IDED Seller's correction of defective or failed goods will be at Buyer's expense when the cause is determined by Sefler's examination to be abnormal conditions of operation, misuse, abuse, or Buyer's improper alteration, repair or use of unauthorized replacement parts. In such event, Seller may submit a firm price quotation for correction of the goods and Seller will not initiate any corrective efforts pending recent of Buyer's written all at, except as may be necessary to complete Seller's evaluation of the goods. If goods are determined not to be defective or if Buyer elects not to authorize correction at its expense of goods not covered by this warran Seller may charge a reasonable amount for the evaluation. Any payment due Set under these conditions will be on the same terms as the original sale. (B) Warranty Claim Procedure: If arty defect or failure develops in the goods, uyer promptly should notify Manufacturer at its site of original manufacture with full details of the failure, identification of the goods, date of first receipt and contract number. (C) Limitation of Liability: In no event shall Seller, its contractors, suppliers or agents be liable to Buyer or others for special, consequential, incidental or exemplary damages arising out of, pursuant to or in connection with Seller's sale or agreement to sell goods hereunder, whether or not due to causes covered by Parts (A) and (B) above. TRM-024 COWw lirimark ASSOCIATES, INC. Appendix A Partial list of Trimark installed and certified CAISO RIG's, DPG's Metering and in the CAISO market. Please note that some sites are still in process of certification. Customer Unit Name Comments PG&E National Energy Group Ramco Chula Vista Peaker First DPG Certified by ISO PG&E National Energy Group Escondido Peaker Plant Complete and Certified AES AES Placenta Complete and Certified AES AES Delano Energy Center Complete and Certified Wellhead Electric Company Fresno Co -generator and Peaker 1st Satellite DPG Certified Madera Power Company Madera Power Bio-Mass Complete and Certified NEO/NRG Chow 11 Peaker Plant Complete and Certified Wellhead Electric Corn any Panoche Power LLC Complete and Certified NEO/NRG Red Bluff Peaker Plant Complete and Certified Wellhead Electric Company Wellhead Gates Peaker Complete and Certified City of San Jose Waste Water Treatment Plant Complete and Certified Cal -Portland Cement Colton Plant Complete and Certified Hanover Resources Ethan -Taft Co -Generator Complete and Certified East Bay Municipal Utility Pardee Hydroelectric Project Complete and Certified Sierra Pacific Industries Burney Cogenerator Complete and Certified Sierra Pacific Industries Quincy Cogenerator In Process Jefferson -Smurfit. Corp CCA Cogenerator In Process El Dorado Irrigation District El Dorado Powerhouse In Process Sunlaw Corporation Cold -Gen Cogenerator Complete and Certified Sunlaw Corporation Grow -Gen enerator Complete and Certified Metropolitan Water District Hinds Pumping station Participating load DPG Automated Power Exchange California Demand Response DPG Complete and Certified UC Davis Medical Center Central -Plant Cogenerator Complete and Certified Valero Energy Corp. Benicia Refinery Po Aenerator Complete and Certified Calpine Corporation 2 DPG's Geysers Generation Project Complete and Certified Yanke EnqMy Dinuba Bio-Mass Generator Complete and Certified Yanke Energy Soledad Bio-Mass Generator Complete and Certified Northern Calif. Power Agency Seven separate generators Complete and Certified Minnesota Methane Several Locations Complete and Certified Pacific Gas and Electric Hydro Various locations throughout PG&E Complete and Certified Bechtel Corporation La Rosita In Process City of Vernon Turnkey CAISO Motel" and FUG installation: Proposal and Quotation 614/2003 0 -1 N P Appendix B y v OMfA s a o V Q � 3 a S. q EXHIBIT v r � I EXHIBIT B 2 INSURANCE SCHEDULE 3 Trimark 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 Injury Property Damag 6 e 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 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 9 Workers' Compensation $ Statutory 10 Employers' Liability $1,000,000 per employer 11 II. General 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 Contractual Liability $1,000,000 $2,000,000 $1,000,000 16 Umbrella 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 1. An endorsement naming the City of Vernon, its officers, and employees as additional insureds 19 under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material 20 reduction of coverage. 21 3. An endorsement providing coverage for all operations under this Contract. 4. Such other endorsement as may be required by addendum hereto. 22 b. In addition to the standard certificate of insurance, proof of general and professional liability coverage 23 shall be furnished in the form checked below. Only certification of the following_ proofs will be 24 accepted: 25 X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that 26 the signator is an officer authorized to so certify. 27 _ A copy of each policy certified by an officer of the underwriter or carrier and notarized. 28 EXHIBIT "B" SUPPORTING DOCUMENTS 1 2 3 WAN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT THIS CONTRACT 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 \'4' day of September, 2003, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND TRIMARK ASSOCIATES, INC. (hereinafter referred to as "Trimark") 893 Embarcadero Drive #4 El Dorado Hills, CA 95762 WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50th Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that it needs the turnkey services of an electrical engineering firm to provide all equipment and services necessary to bring the Malburg Project into compliance with the California Independent System Operator ("CAISO") requirements for data telemetry, revenue metering and certification; and WHEREAS, Trimark prepared a proposal dated June 4, 2003 (hereinafter referred to as the "Proposal"), for the design, 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 equipment, installation, testing, commissioning, certification and training necessary for revenue metering, Remote Intelligent Gateway (RIG), and related data telemetry technology system for the Malburg Project (hereinafter referred to as the "Revenue Metering and RIG System"), a copy of which is attached hereto as Exhibit "A" and made a part hereof; and WHEREAS, Trimark represents that it is qualified and capable of furnishing the equipment and services described in its Proposal that are necessary to perform the Revenue Metering and RIG System that the City requires and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Trimark to provide for the materials and services necessary for the Revenue Metering and RIG System. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. Scope of Services. Trimark agrees to sell, design, deliver, install and configure the necessary material and equipment and perform the following services: provision of a list of information points necessary to be reported to the CAISO; assist in identifying sources of the required information and identifying the correct communications solution; coordinate with City's communications provider; test installed communications circuits; conduct testing, commissioning and certification.of RIG; provide database and RIG spreadsheet; install PKI crypto security module; and provide documentation and training necessary to provide a fully functional Revenue Metering and RIG System, as set forth and described in detail in the Proposal attached -2- I hereto as Exhibit "A." In the event of a conflict between the 2 Proposal and this Contract, the terms of this Contract shall prevail. 3 2. Time of Performance. 4 Trimark' performance as identified herein shall commence 5 upon the full execution of this Contract and is expected to be 6 completed no later than October 31, 2004. If the Revenue Metering and 7 RIG System is not completed within this time period, the City shall 8 have the option of canceling this Contract in order to proceed with 9 the Revenue Metering and RIG System from another vendor. The Contract 10 completion date may also be extended, at the City's sole discretion, 11 for an additional thirty (30) days, or such other time as the parties 12 may agree in order to complete the work specified herein. 13 3 Testing. 14 Trimark shall begin testing the Revenue Metering and RIG 15 System promptly after the Revenue Metering.and RIG System has been 16 installed. City's acceptance of the Revenue Metering and RIG System 17 shall be contingent upon the City's verification of the test results 18 and CAISO certification. In the event that the test results reveal 19 that the Revenue Metering and RIG System does not meet the City's 20 preliminary specifications or is not certified by the CAISO, the City 21 shall have the option of rejecting the entire project, rejecting only 22 the damaged equipment or accepting the entire project. Trimark shall 23 be responsible for all costs that may be incurred in connection with 24 the rejection and/or replacement of damaged equipment. 25 4. . Price. 26 The total amount to be paid Trimark for the services and 27 equipment provided under the Proposal shall not exceed the sum of Two 28 Hundred Twenty Thousand Eight Hundred Eighteen Dollars and No Cents -3- I 1 ($220,818.00), all taxes costs included. 2 5. Payment Terms. 3 City agrees to pay Trimark the following amounts within 4 thirty (30) days after the occurrence of the following milestones and 5 upon receipt of an invoice and testing and acceptance, if applicable: 6 Thirty percent (30%) or Sixty -Six Thousand Two Hundred 7 Forty -Five Dollars and No Cents ($66,245.00) of the total contract 8 price upon issuance of a purchase order and notice to proceed 9 (Milestone 1); 10 Thirty percent (30%) or Sixty -Six Thousand Two Hundred 11 Forty -Five Dollars and No Cents ($66,245.00) of the total contract 12 price after all equipment installed, interfaces functioning and ready 13 for final test (Milestone 2); and 14 Forty percent (40%) or Eighty -Eight Thousand Three Hundred 15 Twenty -Eight Dollars and No Cents ($88,328.00) of the remaining 16 contract price upon final systems testing , CAISO certification and 17 documentation (Milestone 3). 18 6. Change and Extra Services. City reserves the right to 19 request changes in the equipment design, delivery dates, or additions 20 to or deletions from the equipment purchased from Trimark. All such 21 changes shall be incorporated in written change orders executed by 22 City and Trimark and shall specify the changes ordered and the 23 adjustment of prices, delivery schedules and warranties. Any 24 equipment or services added under this section shall be executed under 25 all applicable conditions of this Contract. No claim for additional 26 compensation or extension of time shall be recognized unless contained 27 in a duly executed change order. 28 7. Cancellation/Default. In the event that Trimark Q I commits a breach of a material condition of this Contract, City shall 2 notify Trimark in writing of said breach and if Trimark has not cured 3 or begun reasonable efforts to cure after fifteen (15) days of receipt 4 of said notice, and fails to diligently pursue corrective action, City 5 shall have the right to cancel this Contract for cause based on 6 Trimark' default. Trimark shall be responsible for any direct costs 7 due to City's re -procurement of the equivalent of the equipment or 8 services cancelled from Trimark. 9 8. Confidential Information. 10 A. Access to Confidential Information. City may 11 provide Trimark and/or its subcontractor with, or allow Trimark access 12 to, certain information not available to the public concerning City, 13 or businesses located in City. The information may include company 14 information, taxes, sales, value of assets, or other such information. 15 All such information shall be known as "Confidential Information" and 16 may not be used to circumvent the responsibility of either party to 17 this Contract. 18 B. No Disclosure. Except as expressly permitted, 19 Trimark and/or its subcontractor shall not disclose, permit the 20 disclosure of, release, disseminate, or transfer, whether orally or by 21 any other means, any part of such Confidential Information to any 22 other person or entity, whether corporate, governmental, or 23 individual, without the express prior written consent of an authorized 24 representative of City. Trimark and/or its subcontractor shall return 25 any written Confidential Information and all copies made of such items 26 to City upon City's written request, but in any event not later than 27 the date that Trimark has performed all services to be performed 28 pursuant to this Contract. Trimark hereby agrees that such -5- Confidential Information and any documents provided may be used by Trimark and/or its subcontractor only as authorized by the City. Trimark shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. Trimark shall take reasonable measures to avoid any disclosure of any such Confidential Information to any unauthorized person. C. Court Ordered Disclosure. Trimark shall immediately notify City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with City's legal counsel in responding to any such order or subpoena. Trimark 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, 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. Trimark acknowledges that in case of such breach or threatened breach of said provisions, City would have no adequate remedy at law. 9. Warranties. Trimark warrants title to the equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance. Trimark also warrants that the equipment will be delivered new and shall be free from defects in material and workmanship. Trimark shall provide a one (1) year labor and material warranty to begin upon City's acceptance of the Revenue Metering and RIG System. All manufacturers' warranties, I and any other warranties made applicable by law, shall apply to City's 2 purchase of the materials and labor provided by Trimark. 3 10. Products Of Consulting. 4 1. All plans, drawings, documents and other writings 5 prepared by and for Trimark, its officers, employees, agents and 6 subcontractors in the course of implementing this Contract, except 7 working notes and internal documents, shall become the property of the 8 City upon payment to Trimark for such work, and the City shall have 9 the sole right to use such materials in its discretion without further 10 compensation to Trimark or to any other party. Trimark shall, at 11 Trimark' expense, provide such plans, drawings, documents and other 12 writings to City upon written request. All drawings shall be in 13 Autocad 2000.,or higher. All design documents shall be in Microsoft 14 Word format. 15 2. Drawings produced by Trimark shall conform to the 16 best standards of that profession. Information shall be organized in 17 a logical and systematic manner. Drawings shall contain as much 18 information on a single drawing as can be done without impairing 19 clarity and quality. . 20 3. City has relied upon the professional training and 21 ability of Trimark to perform the services hereunder as a material 22 inducement to enter into this Contract. Trimark shall therefore 23 provide properly skilled professional and technical personnel to 24 perform all services under this Contract. All work performed by 25 Trimark under.this Contract shall be in accordance with applicable 26 legal requirements and shall meet the standard of quality ordinarily 27 to be expected of competent professionals in Trimark' field of 28 expertise. -7- 4. Trimark shall minimize changes to its key project personnel. The City shall have the right to request key project personnel changes and to review and approve key project personnel changes proposed by the Trimark. 11. Compliance with Laws. Trimark shall strictly observe and comply with all applicable federal, state, and local laws, ordinances and regulations governing this sale, including but not limited to any permit or license requirements of the United States Department of Commerce, as well as any laws of the United States of America. 12. Governing Law. The validity, interpretation and performance of this Contract shall be controlled and construed under the laws of the State of California. 13. Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a State Court in the County of Los Angeles, California. 14. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent to: City: THE CITY OF VERNON ATTN: BRUCE V. MALKENHORST CITY ADMINISTRATOR 4305 SANTA FE AVENUE VERNON, CA 90058-0805 Trimark: TRIMARK ASSOCIATES, INC. ATTN: MARK MOROSKY 893 EMBARCADERO DRIVE #4 EL DORADO HILLS CA 95762 15. General Provisions. A. Independent Contractor. At all times during the term of this Contract, Trimark shall be an independent contractor and 1 shall not be an employee of the City. The City shall have the right 2 to control Trimark only insofar as the results of Trimark' services 3 rendered pursuant to this Contract; however, the City shall not have 4 the right to control the means by which Trimark accomplishes services 5 rendered pursuant to the Contract except to the extent that such 6 services involve the use of City property or Confidential Information. 7 B. Trimark Not Agent. Except as the City may specify 8 in writing, Trimark shall have no authority, express or implied, to 9 act on behalf of the City in any capacity whatsoever as an agent. 10 Trimark shall have no authority, expressed or implied, pursuant to 11 this Contract to bind the City to any obligation whatsoever. 12 C. Indemnification. Trimark shall indemnify, defend, 13 protect and hold the City and its officers, agents and employees, free 14 and harmless from and against any and all claims, demands, losses, 15 damages, liabilities, fines, charges, penalties, orders, judgments and 16 all costs and expenses incurred in connection therewith, including 17 reasonable attorney's fees and costs of defense arising out of or 18 attributable to the negligent or wrongful acts of Trimark or its 19 subcontractors, employees or agents in the performance of services 20 under this Contract, except to the extent arising from or caused by 21 the sole negligence or willful misconduct of the City, its officers, 22 agents or employees. 23 D. Insurance. Trimark agrees to provide insurance in 24 the amounts and forms specified in Exhibit "B," which is attached 25 hereto and made a part hereof by reference. Comparable coverage shall 26 be provided for each subcontractor used in the performance of this 27 Contract. Trimark shall submit to the City documentation indicating 28 compliance with these minimum requirements no less than one (1) day M I prior to the beginning of performance under this Contract. Trimark 2 shall not commence performance of its services under this Contract 3 until the above insurance has been obtained and proof of insurance has 4 been filed with and approved by the -City. 5 E. Assignment and Subcontracting Prohibited. No 6 party to this Contract may assign or subcontract any right or 7 obligation pursuant to this Contract except as provided for expressly 8 and specifically in the Proposal or with the express written consent 9 of the other party. Any other attempted or purported assignment of 10 any right or obligation pursuant to this Contract shall be void and of 11 no effect. 12 F. Entire Agreement. This Contract constitutes the 13 complete and.. -,final expression of the agreement of the parties and is 14 intended'as a complete and exclusive statement of the terms of their 15 agreement and supersedes all prior and contemporaneous offers, 16 promises,'representations, negotiations, discussions, communications 17 and agreements which may have been made in connection with the subject 18 matter hereof. All exhibits are incorporated by reference. Trimark 19 represents that in entering into this Contract it has not relied on 20 any previous representations or understandings of any kind or nature. 21 G. Partial Invalidity.. Wherever possible, each 22 provision hereof will be interpreted in such manner as to be effective 23 and valid under applicable law, but in case any one or more of the 24 provisions contained herein will, for any reason, be held to be 25 invalid, illegal or unenforceable in any respect, such provision will 26 be ineffective to the extent, but only to the extent of such 27 invalidity, illegality or unenforceability without invalidating the 28 remainder of such provision or provisions or any other provision -10- I hereof, unless such a construction would be unreasonable or contrary 2 to the parties' intent as expressed in this Contract. 3 H. Risk of Loss. Risk of loss or damage shall pass 4 to the City upon installation and acceptance by the City. 5 I. Benefit of Agreement. This Contract shall bind 6 and benefit the parties hereto and their heirs, successors, and 7 permitted assigns. 8 J. Waiver. Any waiver at any time by either party of 9 its rights with respect to a default under this Contract, or with 10 respect to any other matters arising in connection with this Contract, 11 shall not be deemed a waiver with respect to subsequent default or 12 other matter. 13 K. Amendment. All changes or modifications to this 14 Contract'shall be in writing stating that it is an amendment to this 15 Contract and shall be signed by both parties or their duly authorized 16 agents. This Contract shall not be modified through course of 17 dealing, usage or trade. 18 L. Force Majeure. Neither Party shall be considered 19 to be in default in any of its obligations under this Contract when a 20 failure of performance shall be due to an uncontrollable force. The 21 term "uncontrollable force" shall mean any cause beyond the control of 22 the party affected, including, but not restricted to, flood, 23 earthquake, storm, fire, lightening, epidemic, war, riot, civil 24 disturbance or disobedience, labor dispute, labor material shortage, 25 sabotage, federal, state, or municipal action, statute, ordinance, or 26 regulation, embargoes of the United States Government or any other 27 government, which by exercise of due diligence.such party could not 28 reasonably have been expected to avoid and by exercise of due -11- 1 diligence has been unable to overcome. Either party rendered unable 2 to fulfill any of its obligations under this Agreement by reason of an 3 uncontrollable force, shall give written notice within five (5) 4 business days of such fact to the other party and shall exercise due 5 diligence to remove such inability with all reasonable dispatch. 6 IN WITNESS WHEREOF, the parties have caused this Contract to 7 be executed by and through their authorized officers on the date, 8 month and year first written above. 9 CITY OF VERNON 10 By: 11 L ON S C. MALB RG, Ma r ATTEST: 12 13 BRUCE V. MALKENHORST, City Clerk 14 APPROVED AS TO FORM: 15 16 EDUARDO OLIVO, City Attorney 17 TRIMAR� SSOCIATES, INC. 18 By: 19 Title, 20 21 By: 22 Tit 23 24 25 26 27 28 -12- Otis Smith City of Vernon 4305 Santa Fe Avenue Vernon, CA. 90058 Quote #: 1135.1 Valid for: 60 days Date: Your contact: E-Mail: Office Cellular: Wednesday, June 04, 2003 Mark Morosky/Scott O'Donnell sodonnell@trimarkassoc.com 415-642-0909 415-609-0380 WmarK ASSOCIArEs, INC. Trimark Associates Inc. 893 Embarcadero Drive El Dorado Hills, CA 95762 Tel. (916) 941-0440 FAX (916) 941-0492 www.tdmarkassoc.com Subject: REVISED Quotation for Turnkey California Independent System Operator (CAISO) Revenue Metering and Remote Intelligent Gateway (RIG) System at The City of Vernon's Malburg Plant Dear Mr. Smith: In response to our previous discussions and meetings with City of Vernon representatives, we are pleased to submit this revised quotation for Turnkey Engineering and Installation of an ISO certified Remote Intelligent Gateway (RIG) and revenue metering to be installed at your Malburg generation facility. In addition to our pricing information, this document describes our company overview, our proposed solution, scope of work, and information about our staff. The revision accounts for the additional metering requirements of the plant. As per your email dated June 4, we are not including metering -for existing units, 6 and 7 (2 - 5.2 MW gas turbines) and the 4 diesels, units 1, 2, 3, and 5. It does include provisions in the RIG for adding them if necessary. Also submitted in the proposal is the simplified one4ine diagram, as requested. The drawing, Appendix B, is titled Metering Overview. Company Overview Trimark Associates Inc: (Trimark) is a certified ISO "Third -Party' Meter Inspection Company, a Meter Engineering Firm and an ISO registered DPG/RIG Engineering firm. We have many ISO RIG/DPG and, revenue metering installations certified by CA ISO (See Appendix A) and based on our experience with power plants and equipment similar to yours. The Trimark team has extensive experience with: • Remote Intelligent Gateways (RIG) • Data Processing Gateways (DPG) • ISO Revenue Metering • Real -Time operations and telemetry • Meter Data Acquisition and MV 90 Metering Systems • IT Infrastructure, Systems Integration and E-Commerce City Of Vemon Tumkey CAW Metering and PJG kuta"810n: AW-- t and Q..WWn 6f4r10t)3 C'll> M!Wt The Trimark staff is very familiar with the internal processes at ISO and has a good working relationship with current ISO staff. These factors will assist in obtaining approval to proceed with the proposed engineering design and issuance of final certifications. Our Solution Based on our previous conversations with you and your team, we believe that we have a clear understanding of your requirements. Our experience includes deployment of CAISO compliant RIGs, metering and related technology at several facilities similar to yours. Our objective is to provide all equipment and services to bring the Malburg project into compliance with the CAISO requirements for data telemetry and revenue metering and then to certify the final installation with CAISO. Our proposed solution is based on an Alstom eTerraControl style RIG communicating with several intelligent devices and discreet measurement points along with an ION 8500 based revenue - metering system. Trimark is an authorized Alstom - ESCA System Integrator and distributor of their RiG and DPG software solutions. All proposed devices, software and cryptography are approved by the CAISO to be compliant with the RIG Technical Specifications. The proposed RIG and metering installations will each be contained in NEMA type enclosures. The RIG installation will be located in the station's control room. The metering installations will be located in the switchyard, in NEMA 4 enclosures. The metering sites will be placed at The City of Vernon's convenience and subject to their approval. The metering and RIG installations will accommodate revenue metering and real-time telemetry, per The City of Vernon and CAISO requirements, for the three Malburg generators, station service, and the auxiliary bads with emergency feeder site. Provisions will be made in the RIG hardware and database for possible future inclusion of existing units, 6 and 7 (2 - 5.2 MW gas turbines) and the 4 diesels, units 1, 2, 3, and 5. Trimark will determine and specify the wiring configuration and equipment details for the installation of the current and potential transformers (CTs and PTs) and all other system interfaces. The installation and wiring for the following into the RIG or metering enclosure, as necessary, will be supplied by The City of Vernon: • CT/PT units • DCS (or similar type IEDs) • T1 line telecommunications circuit • Asynchronous communications circuits to the revenue meters Trimark will provide the necessary communication feeds from the RIG and metering installations to CAISO, The City of Vernon, and/or the Scheduling Coordinator. City or Vemon rw,#,ey CAISO Metw" ww FW kMla W*n: PmpwW and Ouot.Wn fiRMW <IZ�) Wmark ASSOCIATES, INC_ Scope of Work Please refer to the quote form for prices and list of deliverables. Services Trimark will provide a list of information points necessary to be reported to the ISO and will assist in identifying sources of the required information. We will also assist in identifying the correct communications solutions and are prepared to coordinate with your communications provider the provisioning and testing of the installed communications circuits. Testing, Commissioning and Certffication — Throughout the entire process of deploying the RIG, Trimark will work as liaison to the ISO to gain engineering approvals, to coordinate testing schedules and to produce relevant correspondence. RIG testing and certification will be conducted in dose coordination with CAL -ISO staff to ensure that all points are being tele-metered as expected and that set -point control is functioning properly. Database and RIG Spreadsheet— During the design phase of the project, Trimark staff will work closely with the ISO RIG Project Engineer to complete a documentation package that describes in detail the RIG data sources, communications strategies and RIG database. The database will be described using the ISO approved spreadsheet. Trimark will also provide the ISO with a high level diagram of the installed equipment and how it integrates with their systems. PKI Crypto Security Module — Trimark will deploy the Datakey `Hard -Card" cryptographic reader module and the hard card certificates necessary to communicate with the Master RIG at ISO. Two cards will be provided; the first should be used as the primary and the second for redundancy in case of failure of the primary certificate Documentation — CAL -ISO requirements for documentation at a RIG installation are significant in scope and extend from the communication interfaces, including the RIG and generating station that will be under direct ISO control. Trimark will provide a complete documentation package including (but not limited) to: • Communications Block Diagrams As -Built Telecom and RIG Room Drawings 0 Single -Line Wiring Diagrams • Schematics Final System Database • RIG Certification Test Results • RIG System Manuals In addition to producing the documents listed above, Trimark will help coordinate the execution of the Security Practices Document, CAISO Data Access Form, Security Card signoff and the RIG Generator Acceptance Testing Package (RGAT). Training - A Trimark RIG Engineer will provide two separate training sessions of up to four hours each. The first session will be directed to facility operators with emphasis on component identification, overall operations, detection, equipment failure response, re -starting the RIG and failure notification procedures. The second session will be direct toward technicians with emphasis on overall system operations, Modbus interfaces, cabling and power requirements, point lists, configuration management, diagnosing and troubleshooting problems. Each training session will cxr oava non Turnkey CAM ► denng and Ftic kuL W10n: Proposal wd ou&ta 814tM <7IL> Wmark ASSD61ATE4, INC. concauae with a question and answer period to ensure that all trainees have an opportunity to clarify any outstanding questions. Product The RIG architecture consists of a multi -tier system designed around the Alstom eTerra Control platform. The standard RIG supports DNP and Modbus protocols as well as analog and indication 110 connections. The UPS, router, hub, enclosure, encryption and card module are mounted in a NEMA approved enclosure in the control room. The RIG database covered under this proposal will be sized to handle the tele-metered information and control data for the two existing generators, the diesel generators (Units 1, 2, 3, and 5), and the new, three unit, combined -cycle system at the Malburg site. Future data points from additional generating facilities may be added, pending ISO constraints, to the database and communications infrastructure as required by The City of Vernon RIG Software Includes: • MS Windows 2000 Professional Operating System • Alstom RIG eTerracontro! Software • CIP (Cryptographic Interface Provider • PC Anywhere Software • Miscellaneous System Drivers RIG Hardware Includes: • Intel Pentium class "Industrial Grade" CPU • Terminal Server Router • Uninterruptible Power Supply (UPS) • CIP Token Reader • 2 ea. CIP Tokens • Networking switch • 10 Modules Metering The metering will consist of 16 ION 8500 form 9S meters equipped with RS-232 High -Speed Communications, 10/100 Base-T Ethernet port, ANCI C12.13 Optical port and analog modem. The meters will be mounted in NEMA 4 rated enclosures and equipped with "A' base adapter sockets and "States" type isolating test switches. A Trimark CAISO metering specialist will install and wire the meters according to the CAISO practices and policies. Communications The RIG connects to the ISO's Energy Communications Network (ECN) via a TI based Ethernet connection. It remains the responsibility of The City of Vernon to provide ISO acceptable connectivity to ISO's Energy Control Network ECN as prescribed by CAISO. Tdmark Staff Trimark Associates is staffed by a dedicated group of professionals with diverse backgrounds. Trimark's engineering staff boasts over a century of experience in the electrical utility industry. Our City d Verrnn T—J ey CW- Ma&irg and MG kwWbtion: Proposal and Qu,l . 614f!(1D,i 7,M llrimark ASSOCIATES, INC. staff is responsible for the engineering and installation of systems designed to interface with new or existing electrical energy monitoring software and hardware. These systems include, but are not limited to, metering and tele-metering systems developed according to California ISO guidelines. Trimark Engineers specialize in the design of cost effective interfaces between California energy market participants and the CAISO or it's agents. We are staffed to offer hardware and software support related to the various CAISO approved vendors. Trimark offers expedited response to clients with emphasis on reducing or eliminating "down time". Trimark was the first to install a RIG in the California ISO control area certified under the new CAISO requirements for DNP 3.0 communications capability. Our staffs experience with the ION 8400 and 8500 meters is unparalleled in the CAISO market. Trimark's CAISO Metering Group programmed, tested and verified the first ION meters certified by the CAISO in applications as CAISO Metered Entities. The meter programs that our staff developed were adopted by CAISO as the standard to comply with for all future ION meter installations. As of the writing of this proposal, Trimark has 15 ION meters certified as CAISO Revenue meters with 10 of those meters installed in a Wide Area Network environment providing revenue data to CAISO as well as real-time operations data to the local utility energy schedulers and operations staff. The Trimark team has specialized experience with: • Remote Intelligent Gateways and Data Processing Gateways • Real -Time operations and telemetry • ISO Revenue Metering systems and Meter Data Acquisition • SCADA and Energy Management Systems • Automatic Generator Control (AGC) • TCP/IP, RS-232, RS-485, fiber optic, and network communications • Communications circuits such as T1, Frame -Relay, DSL and ISDN as well as High Voltage circuit protection (Positron) • IT Infrastructure, Systems Integration and E-Commerce Schedule Trimark recognizes that our schedule will likely be dictated by construction progress, The City of Vernon staff availability, communication circuit deployment, weather and deployment of systems providing data to the DPG. We will make every effort to meet your requirements for the deadlines imposed on the project. We recommend a kick-off meeting to define all critical milestones and deadlines in order to ensure that we meet your expectations on this project. I hope that this information provides you all of the detail required to understand our approach to the project and to select Trimark to support this important initiative. If you have any questions or would like clarification on any of the items contained in this Trimark proposal, please don't hesitate to call me at 916-941-0440. Sincerely, Mark Morosky, Scott O'Donnell Trimark Associates Inc. City of V— Turnkey CAISO Metering and RIG kala W on: Proposal and Qudalion &42M <7,U�) Ti►•fmark ASSOCIATES, INC. Pricing 1) Alstom eTerraContro/ RIG system including: - Pentium III based Rack Mount Server o Intel Pentium IIi 1 GHz Processor o Windows 2000 Professional Operating System - RIG E-TerraControl application - Ether -Logics 1/0 module - Cisco 26XX series router with: ■ T1 WIC Module • Asynchronous Interface Module • RJ-45 Octal Cable Package - Cisco 10/100 Base-T HUB - ISO compliant security certificate - Certicom Encryption Module - Un-interruptible power supply - NEMA Approved Enclosure - Misc. interface applications and drivers 2) CAISO Revenue Metering System Including: - (5) NEMA 4 Metering Enclosure - (16) Power Measuremenrs ION 8500 meter Form 9S, Class 20, 85 - 330 VAC with: o 4 KYZ Contact Outputs —2 Bi-directional RS-232 Ports o Auxiliary Power Input o High Speed RS232 Connector and Cable for Revenue Data Interrogation 0 10/100 Base-T Ethernet Interface o ModBus interface and 5' cabling package o 33.6 kbps Analog Modem - (16) 13 Jaw "Form 9A-13ase" adapter socket - (16) 10 position States Test Switch 3) Installation and Configuration Service includes*: - Preliminary Engineering and approvals from CAISO - RIG and metering Installation, configuration and testing - Meter Procurement and Programming - Meter Registration Testing - NEMA Enclosure Installation - RIG Database and CAISO Compliant Spreadsheet Creation - RIG Interface configuration and testing - Point4o-point testing with CAISO - Execution and completion of RIG Generator Acceptance test procedure (RGAT) - Final CAISO Required Documentation and site certifications - Up to 8 hours training for technical staff - Travel, Lodging and Out -of -Pocket Expenses ' On -site work will occur in two phases with the initial Installation, integration, troubleshooting and testing accomplished by at least two Tdmark staff members (CAISO Metering specialists and a RIG Engineer), An ind/v/dual RIG engineer wX complete final point=to-point and communications testing with CAISO during a subsequent on -site session while the project is on-line and generating. Total Turnkey RiG and CAISO Revenue Metering Price: $220,818 C*y of V-non Tomiey CAM Metering ■ 4 RIG hWWW XL Pmpoma aM Ouolabon <WL�> . 31kimark ASS06IArES, INC. Pricing cost NOTES: 1. This quote is subject to Trimark Associates, Inc. Standard Contract Terms and Conditions. 2. Prices include all state, local sales, and use taxes. MILESTONE PAYMENT SCHEDULE Since this project has several distinct milestones with quite a bit of uncertainty of the schedule of each milestone, we request that three major milestone payments (terms of net 30) be made as follows: Milestone Description Percent of contract Dollar Amount 1 Issuance of Purchase Order and 30% $66,245 notice to proceed 2 All equipment installed, interfaces 30% $66,245 functioning and ready for final test 3 Final systems testing, CAISO 40% $88,328 certification and documentation c y Of v— Turnkey CAtBo MetwM and RAG ku"j: Roposal end o wto" derzoos TRIMARK ASS©CIATIES`INC. EL DORADO HILLS, CALIFORNIA STANDARD TERMS AND CONDITIONS co WA C>' 711mark ASSOCIATES. INC. The following are the Standard Terms and Conditions by which Trimark Associates Inc.® ('Seller") sells and licenses its goods and services. These Terms and Conditions apply to all transactions except as the parties otherwise mutually may agree and confirm specifically within parts of this Contract of equal or higher standing of precedence. 2. TERMS OF DELIVERY, TITLE AND PAYMENT: (A) Delivery: Unless otherwise provided herein, goods shall be delivered F.O.B. Destination. 3. PACKING, MARIQNG AND SHIPPING: Seller shall pads, mark and ship all goods and supplies in accordance with the requirements of this Contract and otherwise in compliance with transportation regulations and standard commercial practices for protection and shipment Seller shall secure the most advantageous transportation service and rates consistent therewith. Separate or additional charges maybe payable by Buyer for containers, crating, boxing, bundling, or storage when required for non-standard transportation methods. Wn few or All GhaW are Bwyi sale-nespensibtiity: . Ar an 8. ASSIGNMENT AND SUBCONTRACTING: No Ies��ha am Dt m#N Of 6401 This F 'It shag be (B) Assignment of Amounts Due: Notwithstanding the foregoing, any amount due or to become due hereunder may be assigned by Seger provided that such assignment shall not be finding upon Buyer unless and until the fully executed assignment agreement is received by Buyer. be reFskwed and in preki-ameWing to Ga 10. COMPLIANCE WITH LAWS: Buyer and Seller shag comply, in all material respects, with all applicable federal, state and local laws, codes and regulations in the performance of this Contract 11. RESTRICTIONS OF TECHNICAL DATA Certain data furnished by Seller under this Contract constitutes proprietary and confidential information of seller, and is subject to restriction of disclosure. The Buyer agrees not to disclose or otherwise reproduce such information in whole or in part, without prior written consent of Seger. TRM-024 12 PATENT AND COPYRIGHT INDEMNITY: (A) Indemnification and Defense: Seller shall indemnify and defend Buyer against any claim alleging goods furnished hereunder infringe a United States patent or copyright or other intellectual property right to proprietary a confidential information. Seller is responsible for all such costs and related damages, including court costs and reasonable attorney fees, provided Buyer gives Seller prompt written notice of such claim and, at Seller's request and expense, information, reasonable assistance and sole authority to defend or settle the claim. (B) Remedies'. In the defense or settlement of any such lain, Setter may secure rights to continue use of the goods replace or mod them to be non - infringing. If such remedies are not reasonably available, Seiler shall detennine alternate sources of comparable goods or accept their return from Buyer for credit, subject to reasonable a4ustments for them use and depreciated value. (C Limitations: Seller shall have no liability if the claimed infringement is due to Buyers use, license, or sale of the goods in combination with other goods not furnished by Seller, or due to non -permitted or ran -authorized use by the buyer. In no event shall Seller, its contractors, suppliers, or agents, be liable to buyer or others for special, consequential, incidental or exemplary damages arising out of, pursuant to or in connection with Seller's sale or agreement to sell goods hereunder, whether or not due to causes covered by Parts (A) or (B) above. 14. WARRANTY, CLAIM PROCEDURE AND LIMITATION OF LIABILITY: (A) Limited Product Warranty: Setter warrants to Buyer that all Seger goods when delivered under this Contract are free from defects in wMmanship and materials at the time of delivery. Seller Will pass through all warranty rights of manufacturer to B er. PUFPi THIS W.A-R-R-01,144 19 THE ONLY WARRANTY MADE BY SELLER AND IS WRESPIy DI 1 ICI I OF AI I OTHER WARRANTIES WRESn OR Sellers correction of defective or failed goods will be at B ens expense when the cause is determined by Sellers examination to be abnormal conditions of operation, misuse, abuse, or Buyers improper alteration, repair or use of unauthorized replacement parts. In such event, Seller may submit a firm price quotation for correction of the goods and Seller will not initiate any corrective efforts pending receipt of Buyees written approval, except as may be necessary to complete Sellers evaluation of the goods. If goods are deternned not to be defective or if Buyer elects not fo authorize correction at its expense of goods not covered by this War Seger may charge a reasonable amonrnt far the evaluation. Any payment due Seller under these conditions will be on the same temps as the original sale. ( Warranty Claim Procedure: If any defect or failure develops in the goods, uyer promptly should notify Manufacturer at its site of pal manufacture with fug details of the fagure, identification of the goods, date of fast receipt and contract number. (C) Limitation of Liability: In no event shall Seller, its contractors, suppliers or agents be liable to Buyer or others for special, consequential, incidental or exemplary damages arising out of, Pursuant to or in connection with Seller's sale or agreement to sell goods hereunder, Whether or not due to causes covered by Parts (A) and (B) above. <71L.:;' 71 n7arl►k ASSOCIATES, INC. Appendix A Partial list of Trimark installed and certified CAISO RIG's, DPG's Metering and in the CAISO market. Please note that some sites are still in process of certification. Customer Unit Name Commonts PG&E National Ene Grou Ramco Chula Vista Peaker First DPG Certdjed b ISO PGG E National EnergyGroupEscondido Peaker Plant Complete and Certified AES AES Placenta Complete and Certified AES AES Delano Energy Center Complete and Certified Wellhead Electric Company Fresno C enerator and Peaker 1st Satellite DPG Certified Madera Power Company__Madera Power Bio-Mass Complete and Certified NEO/NRG Chow 11 Peaker Plant Complete and Certified Wellhead Electric Company Panoche Power LLC Com fete and Certified NEO/NRG -Company Red Bluff Peaker Plant Complete and Certified Wellhead Electric Wellhead Gates Peaker Complete and Certified Uty of San Jose - Waste Water Treatment Plant Complete and Certified Cal -Portland Cement Colton Plant Com lete and Certified Hanover Resources Ethan -Taft Co -Generator Complete and Certified East Bay Municipal Utility Pardee Hydroelectric Project Complete and Certified Sierra Pacific Industries BurneypNenerator Complete and Certified Sierra Pacific Industries Quincy Cogenerator In Process Jefferson -Smurfit. Corp CCA Cogenerator In Process EI Dorado Irrigation District El Dorado Powerhouse In Process Sunlaw Corporation Cold -Gen Cogenerator Complete and Certified Sunlaw Corporation Grow -Gen Cogenerator Complete and Certified Metropolitan Water District Hinds Pumping station Participating load DPG Automated Power Excha a California Demand Response DPG Complete and Certified UC Davis Medical Center Central -Plant Cogenerator Complete and Certified Valero EneMy Corp. Benicia Refinery Cogenerator Complete and Certified Calpine Corporation 2 DPG's Ge rs Generation Project Complete and Certified Yanke Enemy Dinuba Bio-Mass Generator Complete and Certified Yanke Enemy Soledad Bio-Mass Generator Com lete and Certified Northern Calif. Power Agency Seven separate generators and Certified Minnesota Methane Several Locations -Complete Complete and Certified Pacific Gas and Electric Hydro Various locations throughout PG&E Com lete and Certified Bechtel Co tion La Rosita In Process City d V— Tun-Y CAISO Metering and FUG kwWbtk.: Proppa aria Quotation W4r2M Appendix B .0 y 0 v m< w • L o 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 EXHIBIT B INSURANCE SCHEDULE Trimark shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I Coverage and Limits Bodily Injury Property Damage Hazards Each Person Each Accident Each Accident Automobile Liability Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer II. General General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1 000 000 $2 000 000 $1,000,000 Umbrella Liability $2,000,000 $2,000,000 $2,000,000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: l . An endorsement naming the City of Vernon, its officers, and employees as additional insureds under the policy. 2. An endorsement providing the City of Vernon thirty (30) days notice of cancellation or material reduction of coverage. 3. An endorsement providing coverage for all operations under this Contract. 4. Such other endorsement as may be required by addendum hereto. b. In addition to the standard certificate of insurance, proof of general and professional liability coverage shall be furnished in the form checked below. Only certification of the following proofs will be accepted: X For each policy, a notarized letter from the underwriter or carrier certifying that the coverage and statements in the standard certificate of insurance (attached thereto) are true and correct and that the signator is an officer authorized to so certify. A copy of each policy certified by an officer of the underwriter or carrier and notarized. EXHIBIT "B"