Resolution No. 83573
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RESOLUTION NO. 8357
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE CONTRACT BY AND BETWEEN THE
CITY OF VERNON AND STORAGE BATTERY SYSTEMS, 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 to purchase
four (4) battery systems with accessories, four (4) battery racks and
four (4) charges (collectively referred to as the "Batteries") for the
Malburg Project; and
WHEREAS, Storage Battery Systems, Inc. ("SBS") submitted a
proposal dated October 16, 2003, that includes a description of the
proposed Batteries; and
WHEREAS, the City has determined that SBS possesses the
technical knowledge and expertise to furnish the Batteries required by
the City; and
WHEREAS, on January 27, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated January 8, 2004, to purchase the Batteries from SBS to
facilitate the construction and operation of the Malburg Project; and
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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 SBS.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase Contract with Storage Battery Systems,
Inc., a copy of which is attached hereto as Exhibit "A" and made a
part hereof.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Contract for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Contract to:
Storage Battery Systems, Inc.
Attn. Max Mueller
N56 W 16665 Ridgewood Drive
Menomonee Falls, WI 53051
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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 28th day of January, 2004.
EONIS C. MALBU G, May r
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8357, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
January 28, 2004, and thereafter was duly signed by the Mayor of the
City of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
It"
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1 EQUIPMENT PURCHASE CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this day of January,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN CITY OF VERNON (hereinafter
referred to as "City")
8 4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND STORAGE BATTERY SYSTEMS, INC.
(hereinafter referred to as
11 "SBS")
N56 W 16665
12 Ridgewood Drive
Menomonee Falls, WI 53051
13
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 Vernon
17 (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 to purchase four (4) 125 volt 60 cell battery systems, 350 AH
23 batteries with accessories, four (4) 2-Step Seismic Zone 4 Battery
24 Racks and four (4) Nema chargers for use at the Vernon, Leonis and
25 Ybarra Substations for the Malburg Project (hereinafter referred to as
26 the "Batteries"); and
27 WHEREAS, SBS has prepared a proposal dated on or about
28 October 16, 2003, (the "Proposal"), a copy of which is attached hereto
t
1 as Exhibit "A" and incorporated herein by reference for the Batteries;
2 and
3 WHEREAS, the City desires to enter into an agreement with
4 SBS to provide for the purchase and delivery of the Batteries; and
5 WHEREAS, SBS represents that it is qualified and capable of
6 providing the Batteries described in Exhibit "A" that the City requires
7 and is willing to do so on the terms and conditions set forth below.
8 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
9 FORTH HEREIN:
10 1. Purchase.
11 SBS agrees to sell and deliver the Batteries set forth and
12 described in detail in the Proposal. It is understood and agreed that
13 in the event of a conflict between this Contract and the Proposal, the
14 terms of this Contract shall prevail.
15 2. Time of Performance.
16 The performance of SBS as identified herein shall commence
17 upon the signing of this Contract and shall be completed by SBS
18 pursuant to the terms of the Proposal, unless otherwise terminated or
19 extended. One system is to be delivered no later than six (6) weeks
20 from the issuance of a purchase order and the remainder within twelve
21 (12) weeks. If delivery of the Batteries is not completed within these
22 time periods, the City shall have the option of canceling this Contract
23 in order to proceed with the purchase of the equipment from another
24 vendor, if one can be located. The delivery date may also be extended,
25 at the City's sole discretion, for an additional thirty (30) days, or
26 such other time as the parties may agree.
27 3. Price.
28 SBS agrees to sell and deliver the Batteries described in the',
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1 Proposal in the total amount of Eighty -Two Thousand Five Hundred Sixty-
2 Eight Dollars ($82,568.00), excluding sales tax and shipping charges.
3 4. Payment Terms.
4 The City agrees to pay SBS one hundred percent (100%) of the
5 total purchase price, net thirty (30) days after delivery and
6 acceptance of the Batteries by City FOB destination and City's receipt
7 of an invoice from SBS.
8 5. Change and Extra Services.
9 The City reserves the right to make additions to or deletions
10 from the equipment purchased from SBS. All such changes shall be
11 incorporated in written change orders executed by the City and SBS that
12 shall specify the changes ordered and the adjustment of prices,
13 delivery schedules and warranties. Any equipment added to this
14 Contract, under this section, shall be executed under all applicable
15 conditions of this Contract. No claim for additional compensation or
16 extension of time shall be recognized unless contained in a duly
17 executed change order.
18 6. Cancellation/Default.
19 In the event that SBS commits a breach of a material
20 condition of this Contract, City shall notify SBS in writing of said
21 breach and if SBS has not cured or begun reasonable efforts to cure
22 after fifteen (15) days of receipt of said notice, and fails to
23 diligently pursue corrective action, then City shall have the right to
24 cancel this Contract for cause based on SBS's default. SBS shall be
25 responsible for any direct costs due to City's re -procurement of the
26 equivalent of the equipment cancelled from SBS.
27 7. Confidential Information.
28 A. Access to Confidential Information. City may provide
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1 SBS, and/or its subcontractors with, or allow SBS and/or its
2 subcontractor access to certain information not available to the public
3 concerning, but not limited to City, or businesses located in City.
4 The information may include, but is not limited to, company
5 information, taxes, sales, value of assets, utility usage, or other
6 such information. All such information shall be known as "Confidential
7 Information" and may not be used to circumvent the responsibility of
8 either party to this Contract.
9 B. No Disclosure. Except as expressly permitted, SBS,
10 and/or its subcontractors, shall not disclose, permit the disclosure
11 of, release, disseminate, or transfer, whether orally or by any other
12 means, any part of such Confidential Information to any other person or
13 entity, whether corporate, governmental, or individual, without the
14 express prior written consent of an authorized representative of City.
15 SBS, and/or its subcontractors, shall return any written Confidential
16 Information, and all copies made of such items, to City upon City's
17 written request, but in any event not later than the date that SBS
18 and/or its subcontractors has performed all services to be performed
19 pursuant to this Contract. SBS hereby agrees that such Confidential
20 Information and any documents provided may be used by SBS, and/or its
21 subcontractors, only as authorized by City. SBS shall include a
22 contract provision in its contract with subcontractors that bind the
23 subcontractors to this non -disclosure requirement. SBS shall take
24 reasonable measures to avoid any disclosure of any such Confidential
25 Information to any unauthorized person.
26 C. Court Ordered Disclosure. SBS shall immediately notify
27 City of any court order or subpoena requiring disclosure of
28 Confidential Information, and shall cooperate with City's legal counsel
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1 in responding to any such order or subpoena. SBS may only disclose
2 Confidential Information required to be disclosed pursuant to court
3 order or subpoena after legal counsel has exhausted any lawful and
4 timely appeal or challenge.
5 D. Remedies. In addition to any other remedies that it may
6 have at law or in equity, City shall be entitled to a temporary and
7 permanent injunction by a court of competent jurisdiction against any
8 breach or threatened breach of the Confidential Information provisions
9 of this Contract. SBS acknowledges that in case of such breach or
10 threatened breach of said provisions, City would have no adequate
11 remedy at law.
12 8. Warranties.
13 SBS warrants title to the equipment purchased hereunder and
14 any part thereof to be free of any claim of any security interest, lien
15 or any encumbrance. SBS also warrants that the equipment will be
16 delivered new and shall be free from defects in material and
17 workmanship. Specifically, SBS warrants that (1) the battery systems
18 have a twenty (20) year warranty (three [3] years full plus seventeen
19 [17] years pro -rated) and (2) the warranty on the chargers is eighteen
20 (18) months after shipping or twelve (12) months after commissioning,
21 whichever occurs first. All manufacturers' warranties, any warranties
22 typically provided by SBS and any other warranties made applicable by
23 law shall apply to the City's purchase of the Batteries.
24 9. Compliance with Laws.
25 SBS shall strictly observe and comply with all applicable
26 federal, state, and local laws, ordinances and regulations governing
27 this sale, including but not limited to any permit or license
28 requirements of the United States Department of Commerce, as well as
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1 any laws of the United States of America.
2 10. Governing Law.
3 The validity, interpretation and performance of this Contract
4 shall be controlled and construed under the laws of the State of
5 California.
6 11. Forum Selection.
7 Any action brought relating to this Contract shall be brought
8 and held exclusively in a State Court in the County of Los Angeles,
9 California.
10 12. Notices.
11 Notices to the parties, unless otherwise requested in
12 writing, shall be sent to:
13 City: CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
14 CITY ADMINISTRATOR
15 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
16 SBS: STORAGE BATTERY SYSTEMS, INC.
17 ATTN: RYAN SBERNA, ACCOUNT EXECUTIVE
N56 W16665 RIDGEWOOD DRIVE
18 MENOMONEE FALLS, WI 53051
19 13. General Provisions.
20 A. Independent Contractor.
21 At all times during the term of this Contract, SBS shall be
22 an independent contractor and shall not be an employee of the City. The
23 City shall have the right to control SBS only insofar as the results of
24 SBS services rendered pursuant to this Contract; however, the City
25 shall not have the right to control the means by which SBS accomplishes
26 services rendered pursuant to the Contract except to the extent that
27 such services involve the use of City property or Confidential
28 Information.
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1 B. SBS Not Agent.
2 Except as provided for herein or as the City may otherwise
3 specify in writing, SBS shall have no authority, express or implied, to
4 act on behalf of the City in any capacity whatsoever as an agent.
5 Except as provided for herein, SBS shall have no authority, express or
6 implied, pursuant to this Contract to bind the City to any obligation
7 whatsoever.
8 C. Indemnification.
9 SBS shall indemnify, defend, protect and hold the City and
10 its officers, agents and employees, free and harmless from and against
11 any and all claims, demands, losses, damages, liabilities, fines,
12 charges, penalties, orders, judgments and all costs and expenses
13 incurred in connection therewith, including reasonable attorney's fees
14 and costs of defense arising out of or attributable to the negligent or
15 wrongful acts of SBS, or its subcontractors, employees or agents in the
16 performance of services under this Contract, except to the extent
17 arising from or caused by the sole negligence or willful misconduct of
18 the City, its officers, agents or employees.
19 D. Assignment and Subcontracting Prohibited.
20 No party to this Contract may assign or subcontract any right
21 or obligation pursuant to this Contract without the express written
22 consent of the other party. Any other attempted or purported
23 assignment of any right or obligation pursuant to this Contract shall
24 be void and of no effect.
25 E. Entire Agreement.
26 This Contract constitutes the complete and final expression
27 of the agreement of the parties and is intended as a complete and
28 exclusive statement of the terms of their agreements and supersedes all
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1 prior and contemporaneous offers, promises, representations,
2 negotiations, discussions, communications and agreements which may have
3 been made in connection with the subject matter hereof. All exhibits
4 are incorporated by reference. SBS represents that in entering into
5 this Contract, it has not relied on any previous representations or
6 understandings of any kind or nature.
7 F. Partial Invalidity.
8 Wherever possible, each provision hereof will be interpreted
9 in such manner as to be effective and valid under applicable law, but
10 in case any one or more of the provisions contained herein will, for
11 any reason, be held to be invalid, illegal or unenforceable in any
12 respect, such provision will be ineffective to the extent, but only to
13 the extent, of such invalidity, illegality or unenforceability without
14 invalidating the remainder of such invalid, illegal or unenforceable
15 provision or provisions or any other provision hereof, unless such a
16 construction would be unreasonable or contrary to the intent of the
17 parties as expressed in this Contract.
18 G. Time of the Essence.
19 Time is of the essence in the performance of this Contract
20 and of each and every provision hereof. The waiver by the City of any
21 breach or breaches hereof shall not be deemed, nor shall the same
22 constitute, a waiver of any subsequent breach or breaches.
23 H. Risk of Loss.
24 Title and risk of loss or damage shall pass to City and
25 delivery shall be deemed to be complete upon delivery FOB destination.
26 I. Attorneys' Fees.
27 In the event that it becomes necessary for either party to
28 this Contract to enforce any of the provisions of this Contract, the
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1 parties agree that a court of competent jurisdiction may determine and
2 fix reasonable attorney's fees to be paid to the successful litigant.
3 J. Benefit of Agreement.
4 This Contract shall bind and benefit the parties hereto and
5 their heirs, successors, and permitted assigns.
6 K. Force Majeure.
7 Neither party shall be considered to be in default in any of
8 its obligations under this Contract when a failure of performance shall
9 be due to an uncontrollable force. The terms "uncontrollable force"
10 shall mean any cause beyond the control of the party affected,
11 including, but not restricted to, flood, earthquake, storm, fire,
12 lightening, epidemic, war, riot, civil disturbance or disobedience,
13 labor dispute, labor material shortage, sabotage, federal, state, or
14 municipal action, statute, ordinance, or regulation, embargoes or the
15 United States Government or any other government, which by exercise of
16 due diligence such party could not reasonably have been expected to
17 avoid and by exercise to due diligence has been unable to overcome.
18 Either party rendered unable to fulfill any of its obligations under
19 this Contract by reason of an uncontrollable force, shall give written
20 notice within five (5) business days of such fact to the other party
21 and shall exercise due diligence to remove such inability with all
22 reasonable dispatch.
23 L. Waiver.
24 Any waiver at any time by either party of its rights with
25 respect to a default under this Contract, or with respect to any other
26 matters arising in connection with this Contract, shall not be deemed a
27 waiver with respect to subsequent default or other matter.
28
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JAN-28-2004 11:41
SBS 262 703 3073 P.02
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N. Amendment.
A11 changes or modifications to this Contract shall be in a
writing stating that it is an amendment to this Contract and shall be
signed by both parties or their duly authorized agents. This Contract
shall not be modified through course of dealing, usage or trade.
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:
ERIC T. FRESCH, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
By
Ti
By
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STORAGE BATTERY SYSTEMS, INC.
TOTAL P.02
EXHIBIT
rAj B, S_
STORAGE BATTERY SYSTEMS, INC.
October 16, 2003
City of Vernon
Light & Power Department
Attn: Otis Smith
E-mail: osmith(fti.vernon ca us
Re: FLOODED LEAD -ACID SUBSTATION BATTERIES QUOTATION
Dear Otis:
Storage Battery Systems, Inc. (SBS) is pleased to provide the following quotation for your review. For your
application, SBS recommends the following stationary batteries. This system will save you money in product quality
and maintenance ease, more so than any other design on the market today.
-STT-Series SBS Battery Features:
➢ 20 year warranty, 3 years full, plus 17 years pro -rated
➢ 3 year watering intervals
D long working life
➢ reduced maintenance
➢ slow self -discharging
➢ quick and simple acid level control
➢ economical water consumption
➢ appropriate dimensions and weight
➢ the lowest and constant maintenance current
➢ Over 1100 depth of discharge cycles at 80%
➢ Long life zero grown TUBULAR positive plates
As an added benefit to you, to meet your inventory and immediate needs, SBS will stock any quantity of product
necessary. Customer satisfaction is the main priority at SBS. We have been a leader inthe production and
marketing of the stationary batteries since their inception.
C1f) ITEMS PER REQUEST
y� Item 1. 125 Volt 60Cell Battery System, 350 ah
System will consist of qty. (60) of the following 2 V. 350 AH batteries with accessories.
I Part# Total Cost
60 STT2V350 $10,980.00 per system
Delivery= in stock
CW
Item 2. 2-Step, Seismic Zone 4 Battery Rack
QtY Part # Cost Each
1 EQ-SGS 2-42 131 $1,950.00
Rack -Info
Number of elements
60 x STT Series, STT 2V 350
Rack dimensions
Length=165.35 inch
Width=28.35 inch
Height=23.62 inch
HB = 30.6 inch
400 Ibs
Delivery= in stock
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Item 2. -
125 V614 50 Amp Fully Automatic Battery Charger ~
With RS232 Communication Protocol
Part# Nema 1 Charger Nema (3) Charger
PSC125-50-F-S $7,187.00 $7,887.00
Manufacturer
• SBS
Model no.
• PSC125-50-H-S
Input
Output voltages
• 120/240 Volts +/-10%,1 Phase, 60 Hertz,
• 125 V do
Output current
. 50 Amps continuous
Standard features
. AC & DC circuit breakers
• LCD display to indicate the following control, metering
and alarm
readingsistate:
0.5%RMS accuracy, 41 digital voltmeter & ammeter
Float / Equalize mode
Current limit mode
100 hours /100 days adjustable equalize timer
Equalize elapsed and remaining periods
* High volts, low volts, rectifier fail, AC failure and ground leakage alarms
• Adjustable time delay
• Latched alarm indication and relay
• Alarm acknowledgment and LED/LCD reset
• Equalize termination based on voltage, time and/or low DC
event
• All alarms are c/w common red LED and Individual form "C"
• Voltage regulation: 0.5%
• Current limiting is factory adjusted to 100%
• Ripple is 2%mVrms when connected to a battery 4x the charger output in AH
• Warranty is 18 months after shipping or 12 months after commissioning
whichever occurs first
Cabinet
• ARM 600 to fit charger
• Color. Light Grey ASA 61
Dimensions
• NEMA 1 Enclosure
(H x W x D)
51 x 24 x 16 In.
Quote valid for 30 days
Delivery:6 Weeks
F.O.B. MENOMONEE FALLS, WI (freight prepaid and added to invoice)
SBS has been supplying quality DC power products to industries since 1915. Should you have any questions or
concerns, please do not hesitate to call me at 262-703-5800, ext. 3032.
Sincerely,
Ryan Sbema
Account Executive
E-mail: maps sbsbattery com
Web Site: httpJ�s sb battery corn
SUPPORTING
DOCUMENTS
1 EQUIPMENT PURCHASE CONTRACT
2
3 THIS CONTRACT is made, entered into and executed in duplicate
4 originals, either copy of which may be considered and used as the
5 original hereof for all purposes, as of this�"� day of January,
6 2004, in the City of Vernon, County of Los Angeles, California
7 BY AND BETWEEN CITY OF VERNON (hereinafter
8 referred to as "City")
4305 Santa Fe Avenue
9 Vernon, CA 90058
10 AND STORAGE BATTERY SYSTEMS, INC.
(hereinafter referred to as
11 "SBS")
N56 W 16665
12 Ridgewood Drive
13 Menomonee Falls, WI 53051
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 Vernon
17 (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 to purchase four (4) 125 volt 60 cell battery systems, 350 AH
23 batteries with accessories, four (4) 2-Step Seismic Zone 4 Battery
24 Racks and four (4) Nema chargers for use at the Vernon, Leonis and
25 Ybarra Substations for the Malburg Project (hereinafter referred to as
26 the "Batteries"); and
27 WHEREAS, SBS has prepared a proposal dated on or about
28 October 16, 2003, (the "Proposal"), a copy of which is attached hereto
1 as Exhibit "A" and incorporated herein by reference for the Batteries;
211. and
3 WHEREAS, the City desires to enter into an agreement with
4 SBS to provide for the purchase and delivery of the Batteries; and
5 WHEREAS, SBS represents that it is qualified and capable of
6 providing the Batteries described in Exhibit "A" that the City requires
7 and is willing to do so on the terms and conditions set forth below.
8 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
9 FORTH HEREIN:
10 1. Purchase.
11 SBS agrees to sell and deliver the Batteries set forth and
12 described in detail in the Proposal. It is understood and agreed that
13 in the event of a conflict between this Contract and the Proposal, the
14 terms of this Contract shall prevail.
15 2. Time of Performance.
16 The performance of SBS as identified herein shall commence
17 upon the signing of this Contract and shall be completed by SBS
18 pursuant to the terms of the Proposal, unless otherwise terminated or
19 extended. One system is to be delivered no later than six (6) weeks
20 from the issuance of a purchase order and the remainder within twelve
21 (12) weeks. If delivery of the Batteries is not completed within these
22 time periods, the City shall have the option of canceling this Contract
23 in order to proceed with the purchase of the equipment from another
24 vendor, if one can be located. The delivery date may also be extended,
25 at the City's sole discretion, for an additional thirty (30) days, or
26 such other time as the parties may agree.
27 3. Price.
28 SBS agrees to sell and deliver the Batteries described in the
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Proposal in the total amount of Eighty -Two Thousand Five Hundred Sixty -
Eight Dollars ($82,568.00), excluding sales tax and shipping charges.
4. Payment Terms.
The City agrees to pay SBS one hundred percent (100%) of the
total purchase price, net thirty (30) days after delivery and
acceptance of the Batteries by City FOB destination and City's receipt
of an invoice from SBS.
5. Change and Extra Services.
The City reserves the right to make additions to or deletions
from the equipment purchased from SBS. All such changes shall be
incorporated in written change orders executed by the City and SBS that
shall specify the changes ordered and the adjustment of prices,
delivery schedules and warranties. Any equipment added to this
Contract, under this section, shall be executed under all applicable
conditions of this Contract. No claim for additional compensation or
extension of time shall be recognized unless contained in a duly
executed change order.
6. CanCe1 1 at i nn /Tlcf>>,l i-
In the event that SBS commits a breach of a material
condition of this Contract, City shall notify SBS in writing of said
breach and if SBS has not cured or begun reasonable efforts to cure
after fifteen (15) days of receipt of said notice, and fails to
diligently pursue corrective action, then City shall have the right to
cancel this Contract for cause based on SBS's default. SBS shall be
responsible for any direct costs due to City's re -procurement of the
equivalent of the equipment cancelled from SBS.
7. Confidential Tnfnrmni-inn
A. Access to Confidential Information. City may provide
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1 SBS, and/or its subcontractors with, or allow SBS and/or its
2 subcontractor access to certain information not available to the public
3 concerning, but not limited to City, or businesses located in City.
4 The information may include, but is not limited to, company
5 information, taxes, sales, value of assets, utility usage, or other
6 such information. All such information shall be known as "Confidential
7 Information" and may not be used to circumvent the responsibility of
8 either party to this Contract.
9 B. No Disclosure. Except as expressly permitted, SBS,
10 and/or its subcontractors, shall not disclose, permit the disclosure
11 of, release, disseminate, or transfer, whether orally or by any other
12 means, any part of such Confidential Information to any other person or
13 entity, whether corporate, governmental, or individual, without the
141 express prior written consent of an authorized representative of City.
15 SBS, and/or its subcontractors, shall return any written Confidential
16 Information, and all copies made of such items, to City upon City°s
17 written request, but in any event not later than the date that SBS
18 and/or its subcontractors has performed all services to be performed
19 pursuant to this Contract. SBS hereby agrees that such Confidential
20 Information and any documents provided may be used by SBS, and/or its
21 subcontractors, only as authorized by City. SBS shall include a
22 contract provision in its contract with subcontractors that bind the
23 subcontractors to this non -disclosure requirement. SBS shall take
24 reasonable measures to avoid any disclosure of any such Confidential
25 Information to any unauthorized person.
26 C. Court Ordered Disclosure. SBS shall immediately notify
27 City of any court order or subpoena requiring disclosure of
28 Confidential Information, and shall cooperate with City's legal counsel
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in responding to any such order or subpoena. SBS 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 Contract. SBS acknowledges that in case of such breach or
threatened breach of said provisions, City would have no adequate
I remedy at law.
8. Warranties.
SBS 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. SBS also warrants that the equipment will be
delivered new and shall be free from defects in material and
workmanship. Specifically, SBS warrants that (1) the battery systems
have a twenty (20) year warranty (three [3) years full plus seventeen
[171 years pro -rated) and (2) the warranty on the chargers is eighteen
(18) months after shipping or twelve (12) months after commissioning,
whichever occurs first. All manufacturers' warranties, any warranties
typically provided by SBS and any other warranties made applicable by
law shall apply to the City's purchase of the Batteries.
9. Compliance with Laws.
SBS 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
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1 any laws of the United States of America.
2 10. Governing Law.
3 The validity, interpretation and performance of this Contract
4 shall be controlled and construed under the laws of the State of
5 California.
6 11. Forum Selection.
7 Any action brought relating to this Contract shall be brought
8 and held exclusively in a State Court in the County of Los Angeles,
9 California.
10 12. Notices.
11 Notices to the parties, unless otherwise requested in
12 writing, shall be sent to:
13 City: CITY OF VERNON
14 ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
15 4305 SANTA FE AVENUE
VERNON, CA 90058-0805
16 SBS: STORAGE BATTERY SYSTEMS, INC.
17 ATTN: RYAN SBERNA, ACCOUNT EXECUTIVE
N56 W16665 RIDGEWOOD DRIVE
18 MENOMONEE FALLS, WI 53051
191 13. General Provisions.
201 A. Independent Contractor.
21 At all times during the term of this Contract, SBS shall be
22 an independent contractor and shall not be an employee of the City. The
23 City shall have the right to control SBS only insofar as the results of
24 SBS services rendered pursuant to this Contract; however, the City
25 shall not have the right to control the means by which SBS accomplishes
26 services rendered pursuant to the Contract except to the extent that
27 such services involve the use of City property or Confidential
28 Information.
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1 B. SBS Not Agent.
2 Except as provided for herein or as the City may otherwise
3 specify in writing, SBS shall have no authority, express or implied, to
4 act on behalf of the City in any capacity whatsoever as an agent.
5 Except as provided for herein, SBS shall have no authority, express or
6 implied, pursuant to this Contract to bind the City to any obligation
7 whatsoever.
8 C. Indemnification.
9 SBS shall indemnify, defend, protect and hold the City and
10 its officers, agents and employees, free and harmless from and against
it any and all claims, demands, losses, damages, liabilities, fines,
12 charges, penalties, orders, judgments and all costs and expenses
13 incurred in connection therewith, including reasonable attorney's fees
14 and costs of defense arising out of or attributable to the negligent or
15 wrongful acts of SBS, or its subcontractors, employees or agents in the
16 performance of services under this Contract, except to the extent
17 arising from or caused by the sole negligence or willful misconduct of
18 the City, its officers, agents or employees.
19 D. Assignment and Subcontracting Prohibited.
20 No party to this Contract may assign or subcontract any right
21 or obligation pursuant to this Contract without the express written
22 consent of the other party. Any other attempted or purported
23 assignment of any right or obligation pursuant to this Contract shall
24 be void and of no effect.
25 E. Entire Agreement.
26 This Contract constitutes the complete and final expression
27 of the agreement of the parties and is intended as a complete and
28 exclusive statement of the terms of their agreements and supersedes all
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I prior and contemporaneous offers, promises, representations,
2 negotiations, discussions, communications and agreements which may have
3 been made in connection with the subject matter hereof. All exhibits
4 are incorporated by reference. SBS represents that in entering into
5 this Contract, it has not relied on any previous representations or
6 understandings of any kind or nature.
7 F. Partial Invalidity.
8 Wherever possible, each provision hereof will be interpreted
9 in such manner as to be effective and valid under applicable law, but
10 in case any one or more of the provisions contained herein will, for
11 any reason, be held to be invalid, illegal or unenforceable in any
12 respect, such provision will be ineffective to the extent, but only to
13 the extent, of such invalidity, illegality or unenforceability without
14 invalidating the remainder of such invalid, illegal or unenforceable
15 provision or provisions or any other provision hereof, unless such a
16 construction would be unreasonable or contrary to the intent of the
17 parties as expressed in this Contract.
18 G. Time of the Essence.
19 Time is of the essence in the performance of this Contract
20 and of each and every provision hereof. The waiver by the City of any
21 breach or breaches hereof shall not be deemed, nor shall the same
22 constitute, a waiver of any subsequent breach or breaches.
231 H. Risk of Loss.
24 Title and risk of loss or damage shall pass to City and
25 delivery shall be deemed to be complete upon delivery FOB destination.
26 I. Attorneys' Fees.
27 In the event that it becomes necessary for either party to
28 this Contract to enforce any of the provisions of this Contract, the
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I parties agree that a court of competent jurisdiction may determine and
2 fix reasonable attorney's fees to be paid to the successful litigant.
3 J. Benefit of Agreement.
4 This Contract shall bind and benefit the parties hereto and
5 their heirs, successors, and permitted assigns.
6 K. Force Ma'eure.
7 Neither party shall be considered to be in default in any of
8 its obligations under this Contract when a failure of performance shall
9 be due to an uncontrollable force. The terms "uncontrollable force"
10 shall mean any cause beyond the control of the party affected,
11 including, but not restricted to, flood, earthquake, storm, fire,
12 lightening, epidemic, war, riot, civil disturbance or disobedience,
13 labor dispute, labor material shortage, sabotage, federal, state, or
14 municipal action, statute, ordinance, or regulation, embargoes or the
15 United States Government or any other government, which by exercise of
16 due diligence such party could not reasonably have been expected to
17 avoid and by exercise to due diligence has been unable to overcome.
18 Either party rendered unable to fulfill any of its obligations under
19 this Contract by reason of an uncontrollable force, shall give written
20 notice within five (5) business days of such fact to the other party
21 and shall exercise due diligence to remove such inability with all
22 reasonable dispatch.
23 L. Waiver.
24 Any waiver at any time by either party of its rights with
25 respect to a default under this Contract, or with respect to any other
26 matters arising in connection with this Contract, shall not be deemed a
27 waiver with respect to subsequent default or other matter.
28
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N. Amendment.
All changes or modifications to this Contract shall be in a
writing stating that it is an amendment to this Contract and shall be
signed by both parties or their duly authorized agents. This Contract
shall not be modified through course of dealing, usage or trade.
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.
CITY OF VERNON
By: °
EONIS C. MALB G, Ma or
ATTEST:
BRUCE V. MALKENHORST, City Clerk
APPROVED AS
TOO FORM:
ERIC T. FRESCH, City Attorney
STORAGE BATTERY SYSTEMS, INC.
By:-125
Title:
By
STORAGE BATTERY SYSTEMS, INC.
October 16, 2003
City of Vernon
Light & Power Department
Attn: Otis Smith
E-mail: osmithci.vernon ca us
Re: FLOODED LEAD -ACID SUBSTATION BATTERIES QUOTATION
Dear Otis:
Storage Battery Systems, Inc. (SBS) is pleased to provide the following quotation for your review. For your
application, SBS recommends the following stationary batteries. This system will save you money in product quality
and maintenance ease, more so than any other design on the market today.
-STT-Series SBS Battery Features:
➢ 20 year warranty, 3 Years full, plus 17 years pro -rated
➢ 3 year watering intervals
➢ long working life
➢ reduced maintenance
➢ slow self -discharging
➢ quick and simple acid level control
➢ economical water consumption
➢ appropriate dimensions and weight
➢ the lowest and constant maintenance current
➢ Over 1100 depth of discharge cycles at 80%
➢ Long life zero grown TUBULAR positive plates
As an added benefit to you, to meet your inventory and immediate needs, SBS will stock any quantity of product
necessary. Customer satisfaction is the main priority at SBS. We have been a leader in the production and
marketing of the stationary batteries since their inception.
ITEMS PER REQUEST
y�U Item 1. 125 Volt 60Cell Battery System, 350 ah
System will consist of qty. (60) of the following 2 V, 350 AH batteries with accessories.
Qty Part# Total Cost
60 STT2V350 $10,980.00 per system
Delivery-- in stock
(4)
Item 2.
Rack -Info
2-Step, Seismic Zone 4 Battery Rack
QtY Part # Cost Each
1 EQ-SGS 2-42 B1 $1,950.00
Number of elements
60 x STT Series, STT 2V 350
Rack dimensions
Length=165.35 inch
Width=28.35 inch
Height=23.62 inch
HB = 30.6 inch
400 Ibs
u M iy
i�
-- r
Delivery-- in stock
Item 2. .
125 Volt 50 Amp Fully Automatic Battery Charger
With RS232 Communication Protocol
Part# Nema 1 Charger Nema (3) Charger
PSC125.50-F-S $7,187.00 $7,887.00
Manufacturer
• SBS
Model no.
• PSC125.50-H-S
Input
Output voltages
• 120/240 Volts +/-10%,1 Phase, 60 Hertz,
Output current
. 125 V do
• 50 Amps continuous
Standard features
. AC & DC circuit breakers
• LCD display to indicate the following control, metering and alarm
readings/state:
0.5%RMS accuracy, 41 digital voltmeter & ammeter
Float / Equalize mode
Current limit mode 1
4100 hours /100 days adjustable equalize timer
Equalize elapsed and remaining periods
High volts, low volts, rectifier fail, AC failure and ground leakage alarms
• Adjustable time delay
• Latched alarm indication and relay
• Alarm acknowledgment and LED/LCD reset
• Equalize termination based on voltage, time and/or low DC event
• All alarms are c/w common red LED and Individual form "C"
• Voltage regulation: 0.5%
• Current limiting is factory adjusted to 100%
• Ripple is 2%mVrms when connected to a battery 4x the charger output in AH
• Warranty is 18 months after shipping or 12 months after commissioning
Cabinet
whichever occurs first
ARM 600 to fit charger
• Color. Light Grey ASA 61
Dimensions
• NEMA 1 Enclosure
(HxWxD)
51 x 24 x 16 In.
Quote valid for 30 days
Delivery:6 Weeks
F.O.B. MENOMONEE FALLS, WI (freight prepaid and added to invoice)
7/Z
SBS has been supplying quality DC power products to industries since 1915. Should you have any questions or
concerns, please do not hesitate to call me at 262-703-5800, ext. 3032.
Sincerely,
Ryan Sberna
Account Executive
E-mail: !Ya sCa�sbsbattery com
Web Site: kttP://Www.sbsbaftery.com