Resolution No. 84111
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RESOLUTION NO. 8411
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES
CONTRACT BY AND BETWEEN THE CITY OF VERNON AND
PALSONS ELECTRICAL ENGINEERING SERVICES, 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 services
of an electrical engineering firm to upgrade the Vernon Substation in
order to minimize damage to personnel, systems, and equipment in the
event of a system fault (hereinafter referred to as the "Relay
Protection Program") at the Malburg Project; and
WHEREAS, Palsons Electrical Engineering Services, Inc.
("Palsons") submitted a total of five proposals on either February 11,
2004 or February 12, 2004, to provide services relating to the Relay
Protection Program; and
WHEREAS, Palsons has provided services to Vernon in the past
relating to Malburg Project; and
WHEREAS, as a result of Palsons' past services to Vernon, it
should be able to provide the Relay Protection Program services now
required by the City in a more efficient and effective manner; and
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WHEREAS, the City has determined that Palsons possesses the
technical knowledge and expertise to furnish the Relay Protection
Program services to facilitate the Malburg Project; and
WHEREAS, on April 6, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated March 23, 2004, that the services of Palsons Electrical
Engineering Services, Inc. be retained and an agreement prepared to
facilitate the 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 an agreement with Palsons.
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 Palsons Electrical Engineering Services, 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.
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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:
Palsons Electrical Engineering Services, Inc.
Attn. Charles Palencia, P.E.
7372 Walnut Avenue, Unit "C"
Buena Park, CA 90620
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 7th day of April, 2004.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MALB0 G, MaycVr
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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.
8411, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, April 7,
R
2004, and thereafter was duly signed by the Mayor of the City of
Vernon.
BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EXHIBIT
0
f
EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
THIS 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
7th April
purposes, as of this :a*lh day of M , 2004, 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 PALSONS ELECTRICAL
ENGINEERING SERVICES, INC.
(hereinafter referred to as "Palsons")
7372 Walnut Ave., Unit "C"
Buena Park, CA 90620
RECITALS
WHEREAS, City is constructing the Malburg Generating Station Combined Cycle
Power Plant at 2715 E. 50`" 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 all other applicable laws and regulations; and
WHEREAS, the Malburg Project team has determined that it is the best interest of
the Malburg Project to retain the services of an electrical engineering firm to upgrade the Vernon
Substation ("VS") in order to minimize damage to personnel, systems, and equipment in the event
of a system fault; and
WHEREAS, the upgrade (hereinafter referred to as the "Relay Protection
Program") will require the electrical engineering firm to (1) design, build, deliver, install, wire,
program, test, perform protection analysis, and assist in the start-up of the Equipment (as defined
below) and provide other services as required in connection with the installation of panels 5, 6,
13, 12, and 11.5; (2) provide complete documentation and as built drawings; (3) provide any
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additional services required to protect the VS #3 66/7kv Transformer Bank, the #3 Sec 7kv Buses
and related distribution and generation equipment; (4) provide power quality metering and power
metering for each feeder so that power quality problems encountered by customers can be
analyzed without having to install temporary metering; and (5) provide all other services described
in Exhibit A hereto (collectively, the "Services"); and
WHEREAS, there are a limited number of companies that have the expertise
required to install the Relay Protection Program (which includes applying, designing, and building
systems based on the devices currently used by the City, which requires in-depth knowledge of
design, panel construction, testing, programming, and protection analysis of the computer based
protection systems); and
WHEREAS, Palsons has the required expertise, and has bid the work at a
competitive price; and
WHEREAS, Palsons is required, under this Contract, to design, build, test,
program, perform protection analysis, and assist with start up, so that there is one party
responsible for the entire Project (as defined below); and
WHEREAS, Palsons has prepared five proposals, as follows:
1. Proposal One dated February 11, 2004 to provide the VS #3 bank Differential
and Overcurrent protection, as well as provide protections for the #243 section tie breaker,
including labor and materials for the specifications attached thereto, in the amount of $48,426.23
(Covers Panel 5, "Proposal One");
2. Proposal Two dated February 12, 2004 to provide the VS#3 bus Differential
protection panel, including labor and materials for the specifications attached thereto, in the
amount of $46,500 (Covers Panel 6; "Proposal Two");
3. Proposal Three dated February 12, 2004 to provide the VS feeder numbers 21,
22, 23, and 24 overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $54,671.55 (Covers Panel 13; "Proposal Three");
4. Proposal Four dated February 12, 2004 to provide the VS feeder numbers 25,
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26, 27, and 28 overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $54,671.55 (Covers Panel 12; "Proposal Four");
5. Proposal Five dated February 12, 2004 to provide the VS feeder numbers 29,
Unit 6 & 7, and bus tie overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $45,385.77 (Covers Panel 11.5; "Proposal
Five"); and
Each individual Proposal shall be referred to herein as "Proposal," and Proposals One,
Two, Three, Four, and Five are collectively referred to as the "Project." A copy of each of the
Proposals is attached hereto as Exhibit "A" and incorporated herein by this reference; and
WHEREAS, for clarification purposes, all of the materials and equipment
described in the attached Exhibit "A" shall hereafter be collectively referred to as the
"Equipment"; and
WHEREAS, Palsons represents that it is qualified and capable of furnishing the
labor, materials, and expertise necessary to furnish the Equipment and to perform the Services
that the City requires as set forth herein and in each of the Proposals, 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 Palsons to provide
for the Services and Equipment necessary for the Relay Protection Program.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. Scope of Services. Palsons shall provide to the City the Services and Equipment,
as defined above, and as described in detail in each of the Proposals attached hereto as Exhibit
"A' ; and as otherwise set forth in this Contract. If any of the Services or Equipment is not
acceptable to the City, Palsons shall promptly reperform such Services or repair or replace such
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Equipment without cost or expense to the City. In the event of a conflict between the Proposal
and this Contract, the terms of this Contract shall prevail.
1.1 Authors and Communications. All persons performing Services shall, at
all times during which Services are being performed, have all necessary technical expertise,
permits, professional or business licenses, certificates, training, and other qualifications required to
perform such Services in a professional manner and in accordance with all applicable laws.
1.2 Palsons' Obligations. Palsons has represented to the City that it is
qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary
contained in this Contract, the City and Palsons agree and acknowledge that the City is entering
into this Contract in reliance on Palsons' special and unique abilities with respect to performing
the Services. Palsons accepts the relationship of trust and confidence established between it and
the City by this Contract. Palsons shall use its best efforts, skill, judgment and abilities to further
the interests of the City in accordance with the City's requirements and procedures. In that
connection, Palsons represents, covenants and agrees as follows:
1.2.1 All Services performed, documents. prepared, and Equipment
provided by Palsons will conform to all applicable governmental regulations, statutes, and
ordinances, and will be accurate and free from defects.
1.2.2 The Services shall be performed using the degree of skill and
judgment and shall be of the standard and quality which prevail among recognized professional
engineers who provide electrical engineering services for similar projects throughout the United
States.
1.2.3 Palsons' duties asset forth herein shall at no time be in anyway
diminished by reason of any approval by the City, nor shall Palsons be released from any liability
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by reason of such approval by the City, it being understood that the City at all times is relying
upon Palsons' skills and knowledge.
1.2.4 Palsons shall furnish the Services in an efficient, expeditious and
economical manner consistent with the interests of the City.
1.2.5 Palsons is authorized to do business in California and properly
licensed and registered by all necessary governmental and public and quasi -public authorities
having jurisdiction over it and over the Services and the Project.
1.2.6 Palsons has visited the site of the Project and is familiar with the
local and special conditions under which the Services are to be performed.
1.2.7 Palsons possesses the necessary level of experience and expertise in
projects of the size, complexity and nature of this Project, and it will perform the Services with an
appropriate level of care, skill and diligence.
1.2.8 The Equipment shall be new, free from defects, comply with the
specifications set forth in Exhibit "A," and be of good quality and merchantability, and fit for their
intended purposes.
The foregoing representations shall survive any termination of this Contract and
final completion of the Project and are in addition to, and not in lieu of, any and all other liability
imposed upon Palsons by law with respect to Palsons' duties, obligations and performance
hereunder.
2. Time of Performance. The performance of the Services by Palsons, as identified
herein, shall commence and be completed as follows:
2.1 Time Schedule. The Equipment described in Proposals One, Two, Three,
Four, and Five is to be delivered on July 1, 2004, and the Services described in Proposals One,
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Two, Three, Four, and Five are to commence on July 1, 2004 and be completed not later than
August 1, 2004. Services required for a Proposal shall not be considered complete until the
testing has been completed and the documentation has been received, and each has been approved
by City.
2.2 Inability to Meet Time Schedule. If Proposal One, Two, Three, Four or
Five is not completed within the above -described time period, the City shall have the option of
canceling this Contract in order to proceed with the purchase of Equipment and provision of
Services from another vendor. The anticipated completion date of Palsons' Services may also be
extended, at the City's sole discretion, for an additional thirty (30) days, or such other time as the
parties may agree in order to complete the Services specified in the Proposal.
3. Testing. Palsons shall begin testing the Equipment described in each Proposal
promptly after the completion of the installation described in the applicable Proposal. City's
acceptance of the Equipment shall be contingent upon the City's verification of the test results.
City reserves the right to test any and all Equipment, regardless of the results of Palsons' testing.
In the event that the test results obtained by either Palsons or the City reveals that any portion of
the Equipment does not meet the City's specifications or the City identifies any defects in or
damage to the Equipment, Palsons shall promptly repair or replace any defective Equipment;
provided, however, that if, in the City's reasonable discretion, the quantity or quality of the
defects are substantial, the City shall have the option of rejecting the applicable Proposal (ie,
Proposal One, Two, Three, Four, or Five) or the entire Project, and obtaining another vendor to
complete the Relay Protection Program, in which event Palsons shall be deemed to be in default
hereunder. Palsons shall be responsible for all direct and indirect costs that may be incurred by
the City in connection with the rejection and/or replacement of damaged or defective Equipment,
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including any damage caused to the City's existing equipment and the VS by the installation or
use of defective Equipment or Services provided by Palsons.
4. Price.
4.1 Price for Proposals. As full and complete compensation for all Services
and Equipment provided by Palsons and its agents and subcontractors, if any, for a Proposal, the
City shall compensate Palsons in the amount set forth in the applicable Proposal. The total
amount to be paid to Palsons for the Equipment and Services performed for the Project shall not
exceed the sum of Two Hundred Forty Nine Thousand, Six Hundred Fifty -Five Dollars and Ten
Cents ($249,65 5. 10) (the "Maximum Cost") as described in more detail in the attached Proposals.
Except for authorized Change Orders signed by the City, the City is under no obligation to
compensate Palsons for Services, Equipment, or fees incurred under this Contract in excess of the
Maximum Cost.
4.2 Additional Services/Change Orders. City reserves the right to request
changes in the Services, Equipment, design, delivery dates, or additions to or deletions from any
of the Proposals. Modifications to Exhibit A (whether of Equipment or Services) are referred to
as the "Additional Services", and may be made only by a Change Order signed by an authorized
representative of the City. If the City requests Additional Services, Palsons shall prepare a
proposal specifying a fixed fee adjustment to compensation and, if necessary, an adjustment to the
time schedule for the requested modification. If Palsons believes Additional Services are
appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment
to compensation and adjustment to the time schedule before proceeding with the Additional
Services. Palsons shall immediately identify (by written notice to the City) any work requested by
the City which Palsons believes to be outside the scope of Exhibit "A", and such notice shall
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include a proposal specifying the fixed fee adjustment to compensation and schedule. Change
Orders shall be effective on receipt of the executed fax copies with originals to follow thereafter
as soon as possible, with the City to keep originals on file. Each Change Order shall set forth a
commercially reasonable fixed fee. The fixed fee for each Change Order shall reflect the most
expeditious and economical means of achieving the task consistent with the interests of the City.
The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement
of the work, provided, however, that if the parties are not able to reach agreement on the fee,
Palsons shall provide the Additional Services pursuant to the City's written request, and payment
shall be governed by the terms of Paragraph 4.3 of this Contract.
4.3 The City's Directive/Notice of Intent to File Claim. If the parties cannot
agree whether or to what extent the modification justifies adjustments to compensation or
schedule, Palsons shall nonetheless timely perform the modified Services, on the written direction
of the City's Representative ("the City's Directive"), and Palsons shall submit a written "Notice of
Intent to File Claim." The written Notice of Intent to File Claim shall reasonably detail the
amount of and basis for adjustment to the compensation and schedule and shall be submitted to
the City (if at all) prior to commencing performance of the modified Services. If the notice is
timely given, Palsons shall keep and submit to the City on a daily basis a complete breakdown of
all costs incurred for the modified Services, including a labor breakdown by name of person,
hours worked, and task performed, as well as a similar breakdown for all equipment used and
copies of all invoices and delivery tickets for materials used. Palsons' failure to timely deliver a
"Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and
supporting documentation, shall constitute conclusive and nonrebuttable evidence that no
adjustment to compensation or schedule is due for the modified Services. No claim for additional
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compensation or extension of time shall be valid or recognized unless contained in a duly executed
Change Order or City's Directive.
5. Payment Terms.
5.1 InitialP yment. Following execution of this Contract, the City will issue
one or more purchase orders for one or more of the Proposals described herein. City agrees to
pay Palsons fifty percent (50%) of the price of the specific Proposal(s) identified in the purchase
order (which may be for one or more of the Proposals) upon the issuance of the purchase order.
Issuance of a purchase order for one or more of the Proposals does not constitute a purchase
order for all of the Proposals, and the initial 50% payment shall be based only on the specific
Proposals identified in the purchase order.
5.2 Final Payment. The remaining fifty percent (50%) of the price stipulated in
the purchase order for the identified Proposal shall be paid within thirty (30) days after the City's
receipt, testing, and approval of the Services, Equipment, and required documentation, and the
City's receipt of an invoice from Palsons. The form of invoice to be used by Palsons shall include
a description of the Equipment delivered and installed and the Services performed and shall be in
form reasonably acceptable to the City.
5.3 Additional Services. Any billings for Additional Services must be billed by
separate invoice, with a copy of the applicable Change Order signed by the City attached to the
invoice.
5.4 Payment Holds. Notwithstanding anything to the contrary contained
herein, the City shall not be obligated to make any payment to Palsons if Palsons is in default of
any of its obligations under this Contract; any portion of the Equipment or Services are defective
or not in accordance with the terms of this Contract (provided, however, that payment shall be
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made as to any portion of the Equipment or Services that are acceptable to the City); the required
documentation has not been provided; or Palsons has failed to make payments promptly to
consultants or other third parties used in connection with the Equipment or Services for which the
City has made payment to Palsons.
5.5 Payments and Records. Palsons shall promptly pay all bills for labor and
materials furnished by others in connection with this Contract.
6. Liens. Palsons agrees to keep the City and the Project free and clear of all Liens
(as defined below) arising from this Contract. Palsons shall immediately discharge, bond over or
otherwise cause to be removed any lien, claim, stop notice or other encumbrance made, recorded,
or filed in connection with the Services or any work performed or materials provided by Palsons'
subcontractors, material suppliers, employees, agents, and other persons engaged by Palsons
(collectively, "Liens") and shall defend, indemnify and hold the City and its affiliates, and its
agents, employees, directors, and officers harmless from all claims, liabilities, damages, losses,
costs or expenses (including without limitation attorneys' and experts' fees and costs) incurred in
connection with any Liens. If any Lien is filed, the City shall have the right to withhold payment
from Palsons to the extent necessary to protect the City from any such liability, damage, cost or
expense until the Lien has been removed or bonded against.
7. Cancellation/Default.
7.1 Right of Termination. This Contract may be terminated by the City or
Palsons, with or without cause, upon at least fifteen days written notice to the other party.
7.2 Termination Expenses. In the event of termination by the City without
cause, Palsons shall be compensated for all Services performed prior to the date of delivery of the
termination notice, plus compensation for (i) necessary work performed during the notice period
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and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by
Palsons directly attributable to termination which could not reasonably have been avoided and for
which Palsons is not otherwise compensated that are incurred through the date of the termination
and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not
include lost profits, lost opportunities, consequential damages, or the like.
7.3 Termination by the City for Cause or by Palsons without Cause In the
event that Palsons commits a breach of a material condition of this Contract, the City shall notify
Palsons in writing of said breach and if Palsons 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, the
City shall have the right to cancel this Contract for cause based on Palsons' default. Palsons shall
be responsible for any direct and indirect costs due to the City's re -procurement of the equivalent
of the Equipment or Services cancelled from Palsons. If this Contract is terminated by the City
with cause, or terminated by Palsons without cause, the City shall pay Palsons for all Services
performed prior to the date of delivery of the termination notice, subject to the right of the City to
withhold such unpaid amounts pending resolution of damages incurred by the City as a result of
Palsons' default.
7.4 Actions Subsequent to Termination Following the termination date,
regardless of whether the Contract is terminated with or without cause, and subject only to the
payments described in Paragraphs 7.2 and 7.3, as applicable, the City shall have no further rights,
duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this
Contract, except for its obligations under Paragraph 7.5 below, Palsons shall have no further
rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything
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in this Contract, including the foregoing, to the contrary, Paragraphs 1.2, 7.5, 8.1, 9, 10, 12, 13,
14, 15.3, and 15.10 shall survive the termination of this Contract.
7.5 Delivery of Work Product. Within three (3) business days after any
termination of this Contract, Palsons shall deliver to the City all Work Product (as defined in
Paragraph 8.1) pertaining to this Contract or to the Project and any and all copies thereof,
whether in the possession of Palsons or a party engaged by Palsons; provided, however, that
solely for its internal auditing purposes, Palsons may, at its sole expense, make and retain copies
of Work Product materials, subject to the confidentiality provisions of Paragraph 9. Palsons shall
also furnish all such information, take all such other action and shall cooperate with the City as the
City shall reasonably require in order to effectuate an orderly and systematic termination of
Palsons' duties and activities hereunder.
8. Products of Professional Services.
8.1 Work Product. All documents, plans, designs, drawings, data, databases,
studies, reports and other materials, in whatever form or medium, prepared by or for Palsons, its
officers, employees, agents and subcontractors in the course of performing the Services under this
Contract (collectively, the "Work Product"), but excluding working notes and internal documents,
shall be the property of City, and City shall have the sole right to use such materials in its
discretion without further compensation to Palsons or to any other party. Work Product
materials shall be delivered to City by Palsons as they are generated.
8.2 Form of Work Product. Work Product produced by Palsons shall conform
to the best standards of that profession. Information shall be organized in a logical and systematic
manner. Drawings shall contain as much information on a single drawing as can be done without
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impairing clarity and quality. All drawings shall be in Autoca.d 2000 or higher. All design
documents shall be in Microsoft Word format.
8.3 Skills of Palsons. City has relied upon the professional training and ability
of Palsons to perform the Services hereunder as a material inducement to enter into this Contract.
Palsons shall therefore provide properly skilled professional and technical personnel to perform
all Services under this Contract. All work performed by Palsons under this Contract shall be in
accordance with applicable legal requirements and shall meet the standard of quality ordinarily
expected of competent professionals in Palsons' field of expertise.
8.4 Personnel. Palsons shall minimize changes to its key project personnel.
The City shall have the right to request reasonable Project personnel changes and to review and
reasonably approve Project personnel changes proposed by Palsons.
9. Confidential Information.
9.1 Access to Confidential Information. City may provide Palsons and/or its
subcontractors with, or allow Palsons access to, certain information not available to the public
concerning the City or businesses located in the City. The information may include information
regarding companies located in the City, tax information, and information concerning various
company's sales, value of assets, or other confidential information about companies dealing with
the City. All such non-public information shall be known as "Confidential Information" and may
not be by Palsons for any purpose other than to perform its duties hereunder.
9.2 No Disclosure. Except as expressly permitted by prior written consent of
the City, Palsons and/or its subcontractors shall not disclose, permit the disclosure of release,
disseminate, or transfer, whether orally or by any other means, any part of such Confidential
Information to any other person or entity, whether corporate, governmental, or individual,
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without the express prior written consent of an authorized representative of the City. Palsons
and/or its subcontractors shall return any written Confidential Information and all copies made of
such items to the City upon the City's written request, but in any event not later than the date that
Palsons has performed all Services to be performed pursuant to this Contract. Palsons hereby
agrees that such Confidential Information and any documents provided may be used by Palsons
and/or its subcontractors only as authorized by the City. Palsons shall include a contract
provision in its contract with subcontractors that binds the subcontractors to this non -disclosure
requirement.
9.3 Court Ordered Disclosure. Palsons shall immediately notify the City of any
court order or subpoena requiring disclosure of Confidential Information, and shall cooperate
with the City's legal counsel in responding to any such order or subpoena. Palsons 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.
9..4 Remedies. In addition to any other remedies that it may have at law or in
equity, the City shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 9.
Palsons acknowledges that in case of such breach or threatened breach of said provisions, the City
would have no adequate remedy at law, and the City shall not be required to post a bond or other
security or to prove damages.
10. Warranties. Palsons 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. Palsons also
warrants that the Equipment will be delivered new and shall be free from defects in material and
workmanship. The City will receive a commercially reasonable manufacturer's warranty, a one
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(1) year incidental material warranty and a one (1) year labor warranty from Palsons. Palsons'
warranties on material and labor will begin upon completion of the testing and the City's written
acceptance of the Project. In addition, all manufacturers' warranties, and any other warranties
made applicable by law, shall apply to City's purchase of the materials and labor provided by
Palsons.
11. Compliance with Laws. Palsons shall strictly observe and comply with all
applicable federal, state, and local laws, ordinances and regulations governing the Services
provided under this Contract.
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.
to:
14. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent
CITY: THE CITY OF VERNON
Attn: Bruce V. Malkenhorst
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
PALSONS: PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
Attn: Jim Brenton, Vice President
P. O. BOX 2128
Montclair, CA 91763
15. General Provisions.
15.1 Indeoendent Contractor. At all times during the term of this Contract,
Palsons shall be an independent contractor and shall not be an employee of the City. The City
15 -
01910/0001 98473.2
shall have the right to control Palsons only insofar as the results of Palsons' Services rendered
pursuant to this Contract; however, the City shall not have the right to control the means by
which Palsons accomplishes services rendered pursuant to the Contract except to the extent that
such services involve the use of City property or Confidential Information.
15.2 Palsons Not Agent. Except as the City may specify in writing, Palsons
shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever
as an agent. Palsons shall have no authority, expressed or implied, pursuant to this Contract to
bind the City to any obligation whatsoever.
15.3 Indemnification. Palsons shall indemnify, defend, protect and hold the City
and its officers, agents and employees, free and harmless from and against any and all claims,
demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and
expenses incurred in connection therewith, including reasonable attorney's fees and costs of
defense, arising out of or attributable to the negligent or wrongful acts of Palsons or its
subcontractors, employees or agents in the performance of Services or delivery and installation of
Equipment under this Contract, except to the extent arising from or caused by the sole negligence
or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity
shall survive the termination of this Contract.
15.4 Insurance. Palsons agrees to provide insurance in the amounts and forms
specified in Exhibit "B," which is attached hereto and made a part hereof by reference.
Comparable coverage shall be provided for each subcontractor used in the performance of this
Contract. Palsons shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of performance under this
Contract. Palsons shall not commence performance of its services under this -Contract until the
- 16 -
01910l0001 98473.2
above insurance has been obtained and proof of insurance has been filed with and approved by the
City.
15.5 Assignment and Subcontracting Prohibited. No party to this Contract may
assign or subcontract any right or obligation except with the express written consent of the other
party. Any other attempted or purported assignment of any right or obligation pursuant to this
Contract shall be void and of no effect.
15.6 Entire Agreement. This Contract constitutes the complete and final
expression of the agreement of the parties and is intended as a complete and exclusive statement
of the terms of their agreement and supersedes all prior and contemporaneous offers, promises,
representations, negotiations, discussions, communications and agreements which may have been
made in connection with the subject matter hereof. All exhibits are incorporated by reference.
Palsons represents that in entering into this Contract it has not relied on any previous
representations or understandings of any kind or nature.
15.7 Partial Invalidity. Wherever possible, each provision hereof will be
interpreted in such manner as to be effective and valid under applicable law, but in case any one or
more of the provisions contained herein is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be limited to the extent required to
make such provision valid and enforceable, and if necessary, severed from this Contract. All other
terms and conditions shall remain in full force and effect.
15.8 Time of the Essence. Time is of the essence in the performance of this
Contract and of each and every provision hereof.
15.9 Risk of Loss. Risk of loss or damage shall pass to the City upon
completion of installation of all Equipment, testing, and written acceptance by the City.
- 17 -
01910/0001 98473.2
15.10 Attorneys' Fees. In the event of any action or proceeding by either party
arising out of this Contract, whether sounding in tort, contract or otherwise, the prevailing party
in such action or proceeding shall be entitled to recover from the other party reasonable attorneys'
fees and costs, whether or not such action or proceeding is pursued to a final judgment, in
addition to any other relief rewarded by the Court.
15.11 Benefit of Contract. This Contract shall bind and benefit the parties hereto
and their heirs, successors, and permitted assigns.
15.12 Waiver. The waiver by the City of any breach or breaches hereof shall not
be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. Any
waiver at any time by either party of its rights with respect to a default under this Contract, or
with respect to any other matters arising in connection with this Contract, shall not be deemed a
waiver with respect to subsequent default or other matter.
15.13 Amendment. All changes or modifications to this Contract shall be in
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.
15.14 Force Wieure. Neither party shall be considered to be in default in any of
its obligations under this Contract when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" shall mean any cause beyond the control of the party
affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war,
riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal,
state, or municipal action, statute, ordinance, or regulation, embargoes of the United States
Government or any other government, which by exercise of due diligence such party could not
- 18 -
01910/0001 98473.2
reasonably have been expected to avoid and by exercise of due diligence has been unable to
overcome. Either party rendered unable to fulfill any of its obligations under this Contract by
reason of an uncontrollable force, shall give written notice within five (5) business days of su
uch
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
�f — : ���
Eric T. Fresch, City Attorney
CITY OF VERNON
By:
LEONIS C. MALBURG, Mayor
PALSONS ELECTRICAL ENGINEERING SERVICES,
INC.
By:
lypea 114M
Title: 64
IT
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01910/000198473.2
03/09/2004 •20:51• 31076E3480
PAGE 21
D p �
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING
7372 Walnut Ave. Unit "C", Buena Paris, CA 90620 • 714.523.5927 • FAX 714.523.2166 • EMAIL- Pals�aoi,com
February 11, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave_
Vernon, Ca. 90058
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub #3 bank Differential and
Overcurrent protection, as well as provide protection for the #243 section tie breaker.
Our price to provide labor and materials for the following specifications is:
Project price: $48,426.23
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E_
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 •20:51, 3107883480 PAGE 22
PROPOSAL R VERNON SUBSTATION #3 TRANSFORMER BANK PROTECTION
PANEL
Project Description:
A tertiary transformer with 66KV primary to 7.2KV and 6.6KV secondary will be
part of the new Vernon Substation, labeled the "#3 Bank". The #3 Bank 7.2KV
secondary will feed the #3 7.2 KV Distribution Switchgear Section rated at 3000A, 15KV
class for feeders 21-29, the #3 cap bank, units 6-7, and a bus tie to 7.2KV bus section #2.
The #3 bank transformer will require differential protection to protect against internal
winding faults, as well as backup Overcurrent protection for both the 66KV primary side,
and the 7.2KV secondary. A new tie breaker connecting section #2 and section #3 will
also require Overcurrent protection.
The SEL351's and the SEL397 relay will be used to capture fault data during any
abnormal conditions. This ability shall be used extensively to monitor both relay
operating status and any condition harmful to the new Transformer or the Vernon.
electrical system -
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51. 3107883480 PAGE 23
Vernon Substation #3 Transformer Bank Protection and Vernon Substation 93 7.2 KV
Distribution Switchgear Section Protection Panels Specifications
1. 43 Transformer Bank Primary and Backup and #3 Distribution Section BUS
Overcurrent Back Up Protection
1.1 (1) SEL 387 transformer differential relay with associated test and trip circuit
cutout switches. This relay will serve as transformer primary (as opposed to
backup) relay protection. The overcurrent elements will serve as tertiary
protection. The transformer aging function will be implemented and
programmed by the vendor.
1.2 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as transformer backup protection and 7 KV
ground bank backup protection.
1.3 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as the transformer secondary winding
overcurrent protection and switchgear section #3 transformer -side bus backup
protection and 7 KV ground bank primary protection. The Vs function will
serve as 7 KV ground bank tertiary protection.
1.4 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as the #3 switchgear section to #2 switchgear
section underground cable backup protection.
1.5 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.6 .Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
L 7 Provide O & .M manual consisting of items 1.5, 1.6, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data-
8 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 :20:51. 3107883480
PAGE 24
�
TWO _
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING r-
7372 Walnut Ave. Unit "C". Buena Park, CA 90620 •714.523.5927 • FAX 714,523.2166 • EMAIL- Palsona9Vaol.com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 90058
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub #3 bus .Differential protection
panel
Our price to provide labor and materials for the following specifications is:
Project price: S46,500.00
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 �20:51• 3107883480 PAGE 25
PROPOSAL FOR VER N B N 43 -TRAN5,FQI ER BANK PF OTECTI N PANEL
Project Description:
The Vernon substation has a 3000A, 15KV, parallel transfer/reserve bus that will
require bus differential protection for fault protection. The Vernon #3 bus differential
protection will be divided up into:
• #3 Bank zone
• Tie breaker zone
• I" feeder section
• 1S` parallel section
As will all SEL products, this ability shall be used extensively to monitor both
relay operating status and any condition harmful to the new Transformer or the Vernon
electrical system_
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004-20:51. 3107883480
PAGE 26
Vernon Substation #3, 7.2 KV Distribution Bus Section Protection
Specifications:
1.1 (1) SEL 587B, six unit bus differential relay with associated test and trip
circuit cutout switches for each unit (six total). This relay will serve as the
primary relay protection for the #3, 7.2 KV distribution bus.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 2.2, 2.3, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1..5 Provide .fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work; Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
09/09/2004 20:51• 3107883480
PAGE 27
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING7�
7372 Walnut Ave. Unit "C", Buena Park, CA W620 • 714.523.5927 • FAX 714.523.2166 • EMAIL- Palsons99Qaoi,com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 90055
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub feeder numbers 21, 22, 23, and
24 overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
Project price: $54,671.55
If you have any questions or comments, please feel free to give us a calla
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
.03/09/2004 ,20:51, 3107883480 PAGE 28
PROPOSAL FOR PROVIDING VERNON SUBSTATION FEEDER 21 22 23 AND 24
OVERCURRENT PROTETION AND METERING
Projm-t Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section rated
at 3000A, 15KV will require Overcurrent protection for all of its feeders 21-24, units 6-7,
and the No. 3 Cap. Bank. Three Panels will be created to house the protective relays and
metering for each of these feeders. M A #"k(paw # shall house four SEL351 S-7
digital multi -function protective relays, and 4 SEL734 digital power quality meters for
feeders 21, 22, 23 and 24. The SEL35I S-7 relays will also be used to capture fault data
during any abnormal conditions. This ability shall be used extensively to monitor both
relay operating status and any condition harmful to the new Transformer or the Vernon.
electrical system.
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown_
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 ,20:51, 31078834BO PAGE 29
Vernon Substation 43, 7.2 KV Distribution Feeder Protection
1.1 Panel #1: (3) SEL 351 S overcurrent relays with associated test and trip circuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 21, 22, 23 and 24. Also on panel #1; (4) SEL 734 meters
and associated test switches. These meters will provide power and power
quality data for each feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format_
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.5 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work; Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51• 3107E09480 PAGE 30
Fz� 1e
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING T't�
7372 Walnut Ave. Unit'C", Buena Park, CA 90620 . 714.523.5927 • FAX 714.523,2166 • EMAIL- Pals�aoi.com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 90058
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub feeder numbers 25, 26,27 and 28
overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
Project price: $54,671.55
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
011/09/2004 •20:51 3107883480 PAGE 31
PROPOSAL FOR PROVIDING VERNON SUBSTATION FR 21, 22, 23, AND 24
QVERCURRENT PROTETION AND METERING
Project Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section rated
at 3000A, 15KV will require Overcurrent protection for all of its feeders 21-29, units 6-7,
and the No. 3 Cap. Bank. Three Panels will be created to house the protective relays and
metering for each of these feeders..: second panel (panel #2)Fshall house four
SEL351 S-7 digital multi -function protective relays, and 4 SEL734 digital power quality
meters for feeders 25, 26, 27 and 28. The SEL351S-7 relays will also be used to capture
fault data during any abnormal conditions. This ability shall be used extensively to
monitor both relay operating status and any condition harmful to the new Transformer or
the Vernon electrical system
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE 32
Vernon Substation #3, 7.2 KV Distribution Feeder Protection
1.1 Panel #2: (3) SEL 351 S overcurrent relays with associated test and trip cizcuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 25, 26, 27 and 29. Also on panel #2 (4) SEL 734 meters
and associated test switches. These meters will provide power and power
quality data for each feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format_
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.5 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work, Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 .20: 51. 31078E34E0 PAGE 33
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING -DESIGN • CONSTRUCTION • TESTING
7372 Walnut Ave. Unit "C", Buena Park, CA 90620 •714.523.5927 • FAX 714,523.2166 • EMAIL- PakKw*9Maol.ccm
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave_
Vernon, Ca. 90058
Dear Otis:
Herewith. is the proposal and price for providing the Vernon Sub feeder numbers 29, Unit 6 & 7,
and bus tie overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
project price: $45,385.77
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 , 20: 5l, 3107683480
PAGE 34
PROPOSAL FQR PROVIDING VERNON SUBSTATION FEEDER 21, 22, 23,_A.NP 24
OVERCURRENT P9QTETION AND METERING
Project Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section rated
at 3000A, 15KV will require Overcurrent protection for all of its feeders 21-29, units 6-7,
and the No. 3 Cap. Bank. Three Panels will be created to house the protective relays and
metering for each of these feeders: '1 he.tl panel e1 #3) shall house 3 SEL351 S-?
digital multi -function protective relays, and 3 SEL734 digital power quality meters for
feeder 29, Unit 6 & 7, and bus tie. The SEL351S-7 relays will also be used to capture
fault data during any abnormal conditions. This ability shall be used extensively to
monitor both relay operating status and any condition harmful to the new Transformer or
the Vernon electrical system
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03:'i09/2004 .20:51, 3107BB34BO PAGE 35
Vernon Substation 0, 7.2 KV Distribution Feeder Protection Specification
1.1 Panel #3: (3) SEL 351 S overcurrent relays with associated test and trip circuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 29, Unit 6 & 7, and bus tie. Also on panel #3 (3) SEL
734 meters and associated test switches. These meters will provide power and
power quality data for each feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.5 Provide Rilly assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work; Provide all documents in
AUTOCA D format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
EXHIBIT B
INSURANCE SCHEDULE
Palsons 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
Hazards
Automobile Liability
Bodily Injury Property Damage
Each Person Each Accident Each Accident
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
U. Liabili
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
$5 000,000
$5 000,000
$5,000,000
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 liability coverage shall be furnished in the
form checked below.
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
signatory is an officer authorized to so certify.
i) OR
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
City will not accept the above proofs of insurance when certified by an insurance agent or broker.
EXHIBI`F "B"
01910/0001 984'73.2
SUPPORTING
DOCUMENTS
,a EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT
THIS 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
7th I April
purposes, as of thise day off, 2004, in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referral to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND PALSONS ELECTRICAL'
ENGINEERING SERVICES, INC.
(hereinafter referred to as "Palsons")
7372 Walnut Ave., Unit "C"
Buena Park, CA 90620.
RECITALS
WHEREAS, City is constructing the Malburg Generating Station Combined Cycle
Power Plant at 2715 E. 50`h 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 all other applicable laws and regulations; and
WHEREAS, the Malburg Project team has determined that it is the best interest of
the Malburg Project to retain the services of an electrical engineering firm to upgrade the Vernon
Substation ("VS") in order to minimize damage to personnel, systems, and equipment in the event
of a system fault; and
WIEREAS, the upgrade (hereinafter referred to as the "Relay Protection
Program") will require the electrical engineering firm to (1) design, build, deliver, install, wire,
program, test, perform protection analysis, and assist in the start-up of the Equipment (as defined
below) and provide other services as required in connection with the installation of panels 5, b,
13, 12, and 11.5; (2) provide complete documentation and as built drawings; (3) provide any
- 1 -
01910/0001 98473.2
• additional services required to protect the VS #3 6617kv Transformer Bank, the #3 Sec 7kv Buses
and related distribution and generation equipment; (4) provide power quality metering and power
metering for each feeder so that power quality problems encountered by customers can be
analyzed without having to install temporary metering; and (5) provide all other services described
in Exhibit A hereto (collectively, the "Services"); and
WHEREAS, there are a limited number of companies that have the expertise
required to install the Relay Protection Program (which includes applying, designing, and building
systems based on the devices currently used by the City, which requires in-depth knowledge of
design, panel construction, testing, programming, and protection analysis of the computer based
protection systems); and
WHEREAS, Palsons has the required expertise, and has bid the work at a
competitive price; and
WHEREAS, Palsons is re1. quired, under this Contract, to design, build, test,
program, perform protection analysis, and assist with start up, so that there is one party
responsible for the entire Project (as defined below); and
WHEREAS, Palsons has prepared five proposals, as follows:
1. Proposal One dated February 11, 2004 to provide the VS #3 bank Differential
and Overcurrent protection, as well as provide protections for the #243 section tie breaker,
including labor and materials for the specifications attached thereto, in the amount of $48,426.23
(Covers Panel 5, "Proposal One");
2. Proposal Two dated February 12, 2004 to provide the VS#3 bus Differential
protection panel, including labor and materials for the specifications attached thereto, in the
amount of $46,500 (Covers Panel 6; "Proposal Two");
3. Proposal Three dated February 12, 2004 to provide the VS feeder numbers 21,
22, 23, and 24 overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $54,671.55 (Covers Panel 13; "Proposal Three");
4. Proposal Four dated February 12, 2004 to provide the VS feeder numbers 25,
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019101000198473.2
i
26, 27, and 28 overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $54,671.55 (Covers Panel 12; "Proposal Four");
5. Proposal Five dated February 12, 2004 to provide the VS feeder numbers 29,
Unit 6 & 7, and bus tie overcurrent protection and metering, including labor and materials for the
specifications attached thereto, in the amount of $45,385.77 (Covers Panel 11.5; "Proposal
Five"); and
Each individual Proposal shall be referred to herein as "Proposal," and Proposals One,
Two, Three, Four, and Five are collectively referred to as the "Project." A copy of each of the
Proposals is attached hereto as Exhibit "A" and incorporated herein by this reference; and
WHEREAS, for clarification purposes, all of the materials and equipment
described in the attached Exhibit "A" shall hereafter be collectively referred to as the
"EquipmetW% and
WHEREAS, Palsons represents that it is qualified and capable of furnishing the
labor, materials, and expertise necessary to furnish the Equipment and to perform the Services
that the City requires as set forth herein and in each of the Proposals, 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 Palsons to provide
for the Services and Equipment necessary for the Relay Protection Program.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
Scope of Services. Palsons shall provide to the City the Services and Equipment,
as defined above, and as described in detail in each of the Proposals attached hereto as Exhibit
"A"; and as otherwise set forth in this Contract. If any of the Services or Equipment is not
acceptable to the City, Palsons shall promptly reperform such Services or repair or replace such
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Equipment without cost or expense to the City. In the event of a conflict between the Proposal
and this Contract, the terms of this Contract shall prevail.
1.1 Authority and Communications. All persons performing Services shall, at
all times during which Services are being performed, have all necessary technical expertise,
permits, professional or business licenses, certificates, training, and other qualifications required to
perform such Services in a professional manner and in accordance with all applicable laws.
1.2 Palsons' Obligations. Palsons has represented to the City that it is
qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary
contained in this Contract, the City and Palsons agree and acknowledge that the City is entering
into this Contract in reliance on Palsons' special and unique abilities with respect to performing
the Services. Palsons accepts the relationship of trust and confidence established between it and
the City by this Contract. Palsons shall use its best efforts, skill, judgment and abilities to further
the interests of the City in accordance with the City's requirements and procedures. In that
connection, Palsons represents, covenants and agrees as follows:
1.2.1 All Services performed, documents, prepared, and Equipment
provided by Palsons will conform to all applicable governmental regulations, statutes, and
ordinances, and will be accurate and free from defects.
1.2.2 The Services shall be performed using the degree of skill and
judgment and shall be of the standard and quality which prevail among recognized professional
engineers who provide electrical engineering services for similar projects throughout the United
States.
1.2.3 Palsons' duties as set forth herein shall at no time be in any way
diminished by reason of any approval by the City, nor shall Palsons be released from any liability
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by reason of such approval by the City, it being understood that the City at all times is relying
upon Palsons' skills and knowledge.
1.2.4 Palsons shall furnish the Services in an efficient, expeditious and
economical manner consistent with the interests of the City.
1.2.5 Palsons is authorized to do business in California and properly
licensed and registered by all necessary governmental and public and quasi -public authorities
having jurisdiction over it and over the Services and the Project.
1.2.6 Palsons has visited the site of the Project and is familiar with the
local and special conditions under which the Services are to be performed.
1.2.7 Palsons possesses the necessary level of experience and expertise in
projects of the size, complexity and nature of this Project, and it will perform the Services with an
appropriate level of care, skill and diligence.
1.2.8 The Equipment shall be new, free from defects, comply with the
specifications set forth in Exhibit "A," and be of good quality and merchantability, and fit for their
intended purposes.
The foregoing representations shall survive any termination of this Contract and
final completion of the Project and are in addition to, and not in lieu of, any and all other liability
imposed upon Palsons by law with respect to Palsons' duties, obligations and performance
hereunder.
2. Time of Performance. The performance of the Services by Palsons, as identified
herein, shall commence and be completed as follows:
2.1 Time Schedule. The Equipment described in Proposals One, Two, Three,
Four, and Five is to be delivered on July 1, 2004, and the Services described in Proposals One,
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` Two, Three, Four, and Five are to commence on July 1, 2004 and be completed not later than
August 1, 2004. Services required for a Proposal shall not be considered complete until the
testing has been completed and the documentation has been received, and each has been approved
by City.
2.2 Inability to Meet Time Schedule. If Proposal One, Two, Three, Four or
Five is not completed within the above -described time period, the City shall have the option of
canceling this Contract in order to proceed with the purchase of Equipment and provision of
Services from another vendor. The anticipated completion date of Palsons' Services may also be
extended, at the City's sole discretion, for an additional thirty (30) days, or such other time as the
parties may agree in order to complete the Services specified in the Proposal.
3. Testing. Palsons shall begin testing the Equipment described in each Proposal
Promptly after the completion of the installation described in the applicable Proposal. City's
acceptance of the Equipment shall be contingent upon the City's verification of the test results.
City reserves the right to test any and all Equipment, regardless of the results of Palsons' testing.
In the event that the test results obtained by either Palsons or the City reveals that any portion of
the Equipment does not meet the City's specifications or the City identifies any defects in or
damage to the Equipment, Palsons shall promptly repair or replace any defective Equipment;
provided, however, that if, in the City's reasonable discretion, the quantity or quality of the
defects are substantial, the City shall have the option of rejecting the applicable Proposal (ie,
Proposal One, Two, Three, Four, or Five) or the entire Project, and obtaining another vendor to
complete the Relay Protection Program, in which event Palsons shall be deemed to be in default
hereunder. Palsons shall be responsible for all direct and indirect costs that may be incurred by
the City in connection with the rejection and/or replacement of damaged or defective Equipment,
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including any damage caused to the City's existing equipment and the VS by the installation or
use of defective Equipment or Services provided by Palsons.
4. Price.
4.1 Price for Proposals. As full and complete compensation for all Services
and Equipment provided by Palsons and its agents and subcontractors, if any, for a Proposal, the
City shall compensate Palsons in the amount set forth in the applicable Proposal. The total
amount to be paid to Palsons for the Equipment and Services performed for the Project shall not
exceed the sum of Two Hundred Forty Nine Thousand, Six Hundred Fifty -Five Dollars and Ten
Cents ($249,655.10) (the "Maximum Cost") as described in more detail in the attached Proposals.
Except for authorized Change Orders signed by the City, the City is under no obligation to
compensate Palsons for Services, Equipment, or fees incurred under this Contract in excess of the
Maximum Cost.
4.2 Additional Services/Change Orders. City reserves the right to request
changes in the Services, Equipment, design, delivery dates, or additions to or deletions from any
of the Proposals. Modifications to Exhibit A (whether of Equipment or Services) are referred to
as the "Additional Services", and may be made only by a Change Order signed by an authorized
representative of the City. If the City requests Additional Services, Palsons shall prepare a
proposal specifying a fixed fee adjustment to compensation and, if necessary, an adjustment to the
time schedule for the requested modification. If Palsons believes Additional Services are
appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment
to compensation and adjustment to the time schedule before proceeding with the Additional
Services. Palsons shall immediately identify (by written notice to the City) any work requested by
the City which Palsons believes to be outside the scope of Exhibit "A", and such notice shall
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{ include a proposal specifying the fixed fee adjustment to compensation and schedule. Change
Orders shall be effective on receipt of the executed fax copies with originals to follow thereafter
as soon as possible, with the City to keep originals on file. Each Change Order shall set forth a
commercially reasonable fixed fee. The fixed fee for each Change Order shall reflect the most
expeditious and economical means of achieving the task consistent with the interests of the City.
The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement
of the work; provided, however, that if the parties are not able to reach agreement on the fee,
Palsons shall provide the Additional Services pursuant to the City's written request, and payment
shall be governed by the terms of Paragraph 4.3 of this Contract.
4.3 The e City's Directive/Notice of Intent to File Claim. If the parties cannot
agree whether or to what extent the modification justifies adjustments to compensation or
schedule, Palsons shall nonetheless timely perform the modified Services, on the written direction
of the City's Representative ("the City's Directive"), and Palsons shall submit a written "Notice of
Intent to File Claim." The written Notice of Intent to File Claim shall reasonably detail the
amount of and basis for adjustment to the compensation and schedule and shall be submitted to
the City (if at all) prior to commencing performance of the modified Services. If the notice is
timely given, Palsons shall keep and submit to the City on a daily basis a complete breakdown of
all costs incurred for the modified Services, including a labor breakdown by name of person,
hours worked, and task performed, as well as a similar breakdown for all equipment used and
copies of all invoices and delivery tickets for materials used. Palsons' failure to timely deliver a
"Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and
supporting documentation, shall constitute conclusive and nonrebuttable evidence that no
adjustment to compensation or schedule is due for the modified Services. No claim for additional
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compensation or extension of time shall be valid or recognized unless contained in a duly executed
Change Order or City's Directive.
5. Pa—ment Terms.
5.1 Initial Ptyrnent. Following execution of this Contract, the City will issue
one or more purchase orders for one or more of the Proposals described herein. City agrees to
pay Palsons fifty percent (50%) of the price of the specific Proposal(s) identified in the purchase
order (which may be for one or more of the Proposals) upon the issuance of the purchase order.
Issuance of a purchase order for one or more of the Proposals does not constitute a purchase
order for all of the Proposals, and the initial 500/o payment shall be based only on the specific
Proposals identified in the purchase order.
5.2 Final Payment. The remaining fifty percent (50%) of the price stipulated in
the purchase order for the identified Proposal shall be paid within thirty (30) days after the City's
receipt, testing, and approval of the Services, Equipment, and required documentation, and the
City's receipt of an invoice from Palsons. The form of invoice to be used by Palsons shall include
a description of the Equipment delivered and installed and the Services performed and shall be in
form reasonably acceptable to the City.
5.3 Additional Services. Any billings for Additional Services must be billed by
separate invoice, with a copy of the applicable Change Order signed by the City attached to the
invoice.
5.4 Payment Holds. Notwithstanding anything to the contrary contained
herein, the City shall not be obligated to make any payment to Palsons if Palsons is in default of
any of its obligations under this Contract; any portion of the Equipment or Services are defective
or not in accordance with the terms of this Contract (provided, however, that payment shall be
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made as to any portion of the Equipment or Services that are acceptable to the City); the required
documentation has not been provided; or Palsons has failed to make payments promptly to
consultants or other third parties used in connection with the Equipment or Services for which the
City has made payment to Palsons.
5.5 Payments and Records. Palsons shall promptly pay all bills for labor and
materials famished by others in connection with this Contract.
6. Liens. Palsons agrees to keep the City and the Project free and clear of all Liens
(as defined below) arising from this Contract. Palsons shall immediately discharge, bond over or
otherwise cause to be removed any lien, claim, stop notice or other encumbrance made, recorded,
or filed in connection with the Services or any work performed or materials provided by Palsons'
subcontractors, material suppliers, employees, agents, and other persons engaged by Palsons
(collectively, "Liens") and shall defend, indemnify and hold the City and its affiliates, and its
agents, employees, directors, and officers harmless from all claims, liabilities, damages, losses,
costs or expenses (including without limitation attorneys' and experts' fees and costs) incurred in
connection with any Liens. If any Lien is filed, the City shall have the right to withhold payment
from Palsons to the extent necessary to protect the City from any such liability, damage, cost or
expense until the Lien has been removed or bonded against.
7. CancellatiorMefault.
7.1 Right of Termination. This Contract may be terminated by the City or
Palsons, with or without cause, upon at least fifteen days written notice to the other party.
7.2 Termination Expenses. In the event of termination by the City without
cause, Palsons shall be compensated for all Services performed prior to the date of delivery of the
termination notice, plus compensation for (i) necessary work performed during the notice period
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and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by
Palsons directly attributable to termination which could not reasonably have been avoided and for
which Palsons is not otherwise compensated that are incurred through the date of the termination
and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not
include lost profits, lost opportunities, consequential damages, or the like.
7.3 Termination by the City for Cause or by Palsons without Cause In the
event that Palsons commits a breach of a material condition of this Contract, the City shall notify
Palsons in writing of said breach and if Palsons 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, the
City shall have the right to cancel this Contract for cause based on Palsons' default. Palsons shall
be responsible for any direct and indirect costs due to the City's re -procurement of the equivalent
of the Equipment or Services cancelled from Palsons. If this Contract is terminated by the City
with cause, or terminated by Palsons without cause, the City shall pay Palsons for all Services
performed prior to the date of delivery of the termination notice, subject to the right of the City to
withhold such unpaid amounts pending resolution of damages incurred by the City as a result of
Palsons' default.
7.4 Actions Subsequent to Termination Following the termination date,
regardless of whether the Contract is terminated with or without cause, and subject only to the
payments described in Paragraphs 7.2 and 7.3, as applicable, the City shall have no further rights,
duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this
Contract, except for its obligations under Paragraph 7.5 below, Palsons shall have no further
rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything
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in this Contract, including the foregoing, to the contrary, Paragraphs.1.2, 7.5, 8.1, 9, 10, 12, 13,
14, 15.3, and 15.10 shall survive the termination of this Contract.
7.5 Delivery of Work Product. Within three (3) business days after any
termination of this Contract, Palsons shall deliver to the City all Work Product (as defined in
Paragraph 8.1) pertaining to this Contract or to the Project and any and all copies thereof,
whether in the possession of Palsons or a party engaged by Palsons; provided, however, that
solely for its internal auditing purposes, Palsons may, at its sole expense, make and retain copies
of Work Product materials, subject to the confidentiality provisions of Paragraph 9. Palsons shall
also furnish all such information, take all such other action and shall cooperate with the City as the
City shall reasonably require in order to effectuate an orderly and systematic termination of
Palsons' duties and activities hereunder.
8. Products of Professional Services.
8.1 Work Product. All documents, plans, designs, drawings, data, databases,
studies, reports and other materials, in whatever form or medium, prepared by or for Palsons, its
officers, employees, agents and subcontractors in the course of performing the Services under this
Contract (collectively, the "Work Product"), but excluding working notes and internal documents,
shall be the property of City, and City shall have the sole right to use such materials in its
discretion without further compensation to Palsons or to any other party. Work Product
materials shall be delivered to City by Palsons as they are generated.
8.2 Form of Work Product. Work Product produced by Palsons shall conform
to the best standards of that profession. Information shall be organized in a logical and systematic
manner. Drawings shall contain as much information on a single drawing as can be done without
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impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design
documents shall be in Microsoft Word format.
8.3 Skills of Palsons. City has relied upon the professional training and ability
of Palsons to perform the Services hereunder as a material inducement to enter into this Contract.
Palsons shall therefore provide properly skilled professional and technical personnel to perform
all Services under this Contract. All work performed by Palsons under this Contract shall be in
accordance with applicable legal requirements and shall meet the standard of quality ordinarily
expected of competent professionals in Palsons' field of expertise.
8.4 Personnel. Palsons shall minimize changes to its key project personnel.
The City shall have the right to request reasonable Project personnel changes and to review and
reasonably approve Project personnel changes proposed by Palsons.
9. Confidentiallnformation.
9.1 Access to Confidential Information. City may provide Palsons and/or its
subcontractors with, or allow Palsons access to, certain information not available to the public
concerning the City or businesses located in the City. The information may include information
regarding companies located in the City, tax information, and information concerning various
company's sales, value of assets, or other confidential information about companies dealing with
the City. All such non-public information shall be known as "Confidential Information" and may
not be by Palsons for any purpose other than to perform its duties hereunder.
9.2 No Disclosure. Except as expressly permitted by prior written consent of
the City, Palsons and/or its subcontractors shall not disclose, permit the disclosure of release,
disseminate, or transfer, whether orally or by any other means, any part of such Confidential
Information to any other person or entity, whether corporate, governmental, or individual,
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01910J0001 98473.2
without the express prior written consent of an authorized representative of the City. Palsons
and/or its subcontractors shall return any written Confidential Information and all copies made of
such items to the City upon the City's written request, but in any event not later than the date that
Palsons has performed all Services to be performed pursuant to this Contract. Palsons hereby
agrees that such Confidential Information and any documents provided may be used by Palsons
and/or its subcontractors only as authorized by the City. Palsons shall include a contract
provision in its contract with subcontractors that binds the subcontractors to this non -disclosure
requirement.
9.3 Court Ordered Disclosure. Palsons shall immediately notify the City of any
court order or subpoena requiring disclosure of Confidential Information, and shall cooperate
with the City's legal counsel in responding to any such order or subpoena. Palsons 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.
9.4 Reme "es. In addition to any other remedies that it may have at law or in
equity, the City shall be entitled to a temporary and permanent injunction by a court of competent
jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 9.
Palsons acknowledges that in case of such breach or threatened breach of said provisions, the City
would have no adequate remedy at law, and the City shall not be required to post a bond or other
security or to prove damages.
10. Warranties. Palsons 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. Palsons also
warrants that the Equipment will be delivered new and shall be free from defects in material and
workmanship. The City will receive a commercially reasonable manufacturer's warranty, a one
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• (1) year incidental material warranty and a one (1) year labor warranty from Palsons. Palsons'
warranties on material and labor will begin upon completion of the testing and the City's written
acceptance of the Project. In addition, all manufacturers' warranties, and any other warranties
made applicable by law, shall apply to City's purchase of the materials and labor provided by
Palsons.
11. CompHance with Laws. Palsons shall strictly observe and comply with all
applicable federal, state, and local laws, ordinances and regulations governing the Services
provided under this Contract.
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.
to:
14. Notices. Notices to the parties, unless otherwise requested in writing, shall be sent
CITY: TBE CITY OF VERNON
Attn: Bruce V. Malkenhorst
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
PALSONS: PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
Attn: Jim Brenton, Vice President
P. O. BOX 2128
Montclair, CA 91763
15. General Provisions.
15.1 Inde enn dent Contractor. At all times during the term of this Contract,
Palsons shall be an independent contractor and shall not be an employee of the City. The City
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shall have the right to control Palsons only insofar as the results of Palsons' Services rendered
pursuant to this Contract; however, the City shall not have the right to control the means by
which Palsons accomplishes services rendered pursuant to the Contract except to the extent that
such services involve the use of City property or Confidential Information.
15.2 Palsons Not A ent. Except as the City may specify in writing, Palsons
shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever
as an agent. Palsons shall have no authority, expressed or implied, pursuant to this Contract to
bind the City to any obligation whatsoever.
15.3 Indemnification. Palsons shall indemnify, defend, protect and hold the City
and its officers, agents and employees, free and harmless from and against any and all claims,
demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and
expenses incurred in connection therewith, including reasonable attorney's fees and costs of
defense, arising out of or attributable to the negligent or wrongful acts of Palsons or its
subcontractors, employees or agents in the performance of Services or delivery and installation of
Equipment under this Contract, except to the extent arising from or caused by the sole negligence
or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity
shall survive the termination of this Contract.
15.4 Insurance. Palsons agrees to provide insurance in the amounts and forms
specified in Exhibit "B," which is attached hereto and made a part hereof by reference.
Comparable coverage shall be provided for each subcontractor used in the performance of this
Contract. Palsons shall submit to the City documentation indicating compliance with these
minimum requirements no less than one (1) day prior to the beginning of performance under this
Contract. Palsons shall not commence performance of its services under this -Contract until the
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above insurance has been obtained and proof of insurance has been filed with and approved by the
City.
15.5 Assignment and Subcontracting Prohibited. No parry to this Contract may
assign or subcontract any right or obligation except with the express written consent of the other
party. Any other attempted or purported assignment of any right or obligation pursuant to this
Contract shall be void and of no effect.
15.6 EntiN Agreement. This Contract constitutes the complete and final
expression of the agreement of the parties and is intended as a complete and exclusive statement
of the terms of their agreement and supersedes all prior and contemporaneous offers, promises,
representations, negotiations, discussions, communications and agreements which may have been
made in connection with the subject matter hereof. All exhibits are incorporated by reference.
Palsons represents that in entering into this Contract it has not relied on any previous
representations or understandings of any kind or nature.
15.7 Partial Invalidity. Wherever possible, each provision hereof will be
interpreted in such manner as to be effective and valid under applicable law, but in case any one or
more of the provisions contained herein is held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such provision will be limited to the extent required to
make such provision valid and enforceable, and if necessary, severed from this Contract. All other
terms and conditions shall remain in full force and effect.
15.8 Time of the Essence. Time is of the essence in the performance of this
Contract and of each and every provision hereof.
15.9 Risk of Loss. Risk of loss or damage shall pass to the City upon
completion of installation of all Equipment, testing, and written acceptance by the City.
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15.10 Attorneys' Fees. In the event of any action or proceeding by either party
arising out of this Contract, whether sounding in tort, contract or otherwise, the prevailing party
in such action or proceeding shall be entitled to recover from the other party reasonable attorneys'
fees and costs, whether or not such action or proceeding is pursued to a final judgment, in
addition to any other relief rewarded by the Court.
15.11 Benefit of Contract. This Contract shall bind and benefit the parties hereto
and their heirs, successors, and permitted assigns.
15.12 Waiver. The waiver by the City of any breach or breaches hereof shall not
be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. Any
waiver at any time by either party of its rights with respect to a default under this Contract, or
with respect to any other matters arising in connection with this Contract, shall not be deemed a
waiver with respect to subsequent default or other matter.
15.13 Amendment. All changes or modifications to this Contract shall be in
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.
15.14 Force MAjeure. Neither party shall be considered to be in default in any of
its obligations under this Contract when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force" shall mean any cause beyond the control of the party
affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war,
riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal,
state, or municipal action, statute, ordinance, or regulation, embargoes of the United States
Government or any other government, which by exercise of due diligence such party could not
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reasonably have been expected to avoid and by exercise of due diligence has been unable to
overcome. Either party rendered unable to fulfill any of its obligations under this Contract 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.
CITY OF VERNON
ATTEST:
By:
�LONTI�- C. MALBU , Mayor
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO FORM
lec -;��
Eric T. Fresch, City Attorney
PALSONS ELECTRICAL ENGINEERING SERVICES.
IN(
Typed N e: k0 5 / 1? Q �t
Title: 6ce c to / a4tAA-eL.
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01910/000199473.2
03/09/2-804 20:51 3107883480 PAGE' 21
r-
-- -
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING"
I�
7372 Walnut Ave. Unit "C", Buena Paris, CA 90620,714,523.5927 • FAX 714.523.2166 • EMAIL- Pals�aol,com
February 11, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 90058
Dear Otis:
Herewith is'the proposal and price for providing the Vernon Sub #3 bank Differential and
Overcurrent protection, as well as provide protection for the #243 section tie breaker.
Our price to provide labor and materials for the following specifications is:
Project price: S48,426.23
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc_
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 ; PAGE- 22
PROPOS�R VB1t QN SUBSTATION #3 TRANSFORMER BANK PROTECTION
PANEL
Project Description:
A tertiary transformer with 66KV primary to 7.2KV and 6.6KV secondary will be
part of the new Vernon Substation, labeled the "#3 Bank". The #3 Bank 7.2KV
secondary will feed the #3 7.2 KV Distribution Switchgear Section rated at 3000A, 15KV
class for feeders 21-29, the #3 cap bank, units 6-7, and a bus tie to 7.2KV bus section #2.
The #3 bank transformer will require differential protection to protect against internal
winding faults, as well as backup Overcurrent protection for both the 66KV primary side,
and the 7.2KV secondary. A new tie breaker connecting section #2 and section #3 will
also require Overcurrerd protection.
The SEL35I's and the SEL387 relay will be used to capture fault data during any
abnormal conditions. This ability shall be used extensively to monitor both relay
operating status and any condition harmful to the new Transformer or the Vernon.
electrical system_
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
r^-o
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE, 23
Vernon Substation #3 Transformer Bank Protection and Vernon Substation #3 7.2 KV
Distribution Switchgear Section Protection Panels Specifications
1. 43 Transformer Bank Primary and Backup and #3 Distribution Section Bus
Overcurrent Back Up Protection
1.1 (1) SEL 387 transformer differential relay with associated test and trip circuit
cutout switches. This relay will serve as transformer primary (as opposed to
backup) relay protection. The overcurrent elements will serve as tertiary
protection. The transformer aging function will be implemented and
programmed by the vendor.
1.2 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as transformer backup protection and 7 KV
ground bank backup protection.
1..3 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as the transformer secondary winding
overcurrent protection and switchgear section #3 transformer -side bus backup
protection and 7 KV ground bank primary protection. The Vs function will
serve as 7 KV ground bank tertiary protection-
1-4 (1) SEL 351-7 overcurrent relay with associated test and trip circuit cutout
switches. This relay will serve as the #3 switchgear section to #2 switchgear
section underground cable backup protection.
1.5 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.6 .Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
L7 Provide O & M manual consisting of items 1.5, 1.6, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.8 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
1J3/ rJ`JJ ZUU4 _' %: 51 3187883480 PAGE- 24
_... ...... .
1 Orr /� /R oPd;�- r7A_)0
9JI,
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION *TESTING
7372 Walnut Ave. Unit "C". Buena Park, CA 90620 •714.523.5927 • FAX 714,523.2166 • EMAIL- Paltsons9Maol.com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon., Ca. 90058
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub #3 bus Differential protection
panel.
Our price to provide labor and materials for the following specifications is.
Project price: S46,400.00
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE* 25
PROPOSAL FOR VE9NQ-N'5UBSTA-rj0N #3 TRANSFORMER BANK PROTECTION PANEL
Project Description:
The Vernon substation .has a 3000A, 15YV, parallel transfer/reserve bus that will
require bus differential protection for fault protection. The Vernon #3 bus differential
protection will be divided up into:
• #3 Bank zone
• Tie brewer zone
• I" feeder section
• 1 St parallel section
As will all SEL products, this ability shall be used extensively to monitor both
relay operating status and any condition harmful to the new Transformer or the Vernon
electrical system_
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
=
_
� J
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE- 26
Vernon Substation #3, 7.2 KV Distribution Bus Section Protection
Specifications:
1.1 (1) SEL 587B, six unit bus differential relay with associated test and trip
circuit cutout switches for each unit (six total). This relay will serve as the
primary relay protection for the ##3, 7.2 KV distribution bus.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 2.2, 2.3, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1..5 Provide fully assembled system as described above inside a Hoffinan
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work; Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2,004 2'0:51 3107883480 PAGE' 27
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING'{
7372 Walnut Ave. Unit "C", Buena Park, CA 90620 • 714.523.5927 • FAX 714.523.2166 • EMAIL- Pela m Maaol,com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe .Ave.
Vemon, Ca. 90055
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub feeder numbers 21, 22, 23, and
24 overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
Project price: S54,671.55
.If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P..E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE- 28
PROPOSAL FOR PROVIDING VERNON SUBSTATION FEEDER 2122 23 AND 24
OVERCURRENT .PROTETION AND METERING
Project Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section rated
at 3000A, 15KV will require Overcurrent protection for all of its feeders 21-29, units 6-7,
and the No. 3 Cap. Bank. Three Panels will be created to house the protective relays and
metering for each of these feeders. ° -p shall house four SEL351 S-7
digital multi -function protective relays, and 4 SEL734 dig"l power quality meters for
feeders 21, 22, 23 and 24_ The SEL351 S-7 relays will also be used to capture fault data
during any abnormal conditions. This ability shall be used extensively to monitor both
relay operating status and any condition harmful to the new Transformer or the Vernon
electrical system.
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2-004 20:51 3107883480 PAGE' 29
Vernon Substation 43, 7.2 KV Distribution Feeder Protection
1. i Panel #1: (3) SEL 351 S overcurrent relays with associated test and trip circuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 21, 22, 23 and 24. Also on panel # 1; (4) SEL 734 meters
and associated test switches_ These meters will provide power and power
quality data for each Feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other -relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
5 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work; Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2-004 20:51 3107883480 PAGE' 30
TT-
-.-
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING # DESIGN • CONSTRUCTION • TESTING' �?
7372 Walnut Ave. Unit "C", Buena Park, CA 90620 + 714.523.5927 • FAX 714.523,2166 • EMAIL- Pals�aof.com
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 90058
Dear Otis:
Herewith is the proposal and price for providing the Vernon Sub feeder numbers 25, 26,27 and 28
overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
Project price: $54,671.55
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE` 31
PROPOSAL FOR PROVIDING VERNON SUBSTATION FEEAER 2 22 23s AND 24
OVERCURRENT PROTETION AND METERING
Project Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section gated
at 3000A, 15KV will require Overcurrent protection, for all of its feeders 21-29, units 6-7,
and the No. 3 Cap. Bank. Three Panels will be created to house the protective relays and
metering for each of these feeders. ='F secoil panel (pal A 2� all house four
SEL351 S-7 digital multi -function protective relays, and 4 SEL734 digital power quality
meters for feeders 25, 26, 27 and 28. The SEL351 S-7 relays will also be used to capture
fault data during any abnormal conditions. This ability shall be used extensively to
monitor both relay operating status and any condition harmful to the new Transformer or
the Vernon electrical system
The relays shall be housed in a 24" x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107883480 PAGE' 32
Vernon Substation #3, 7.2.KV Distribution Feeder Protection
1.1 Panel #2: (3) SEL 351 S overcurrent relays with associated test and trip circuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 25, 26, 27 and 28. Also on panel #2 (4) SEL 734 meters
and associated test switches. These meters will provide power and power
quality data for each feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other -relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.5 :Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and design work, Provide all documents in
AUTOCAD format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107e834130
PACE' 33
S NW
PALSONS ELECTRICAL ENGINEERING SERVICES, INC.
CONSULTING • DESIGN • CONSTRUCTION • TESTING
7372 Walnut Ave. Unit "C', Buena Park, CA 90620 •714.523.5927 • FAX 714,523.2166 • EMAIL- Pala�aolxom
February 12, 2004
Otis Smith
City of Vernon Utilities
4305 Santa Fe Ave.
Vernon, Ca. 9005E
Dear Otis:
Herewith. is the proposal and price for providing the Vernon Sub feeder numbers 29, Unit 6 & 7,
and bus tie overcurrent protection and metering.
Our price to provide labor and materials for the following specifications is:
Project price: S45A5.77
If you have any questions or comments, please feel free to give us a call.
Sincerely Yours,
Palsons Electrical Engineering Services, Inc.
Charles Palencia, P.E-
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 3107083480 PAGE' 34
a
PROPOSAL FQR PRQVIDlN VERNON SUBSTATION FEEDER 21,212.3.#� 14
OVER.CURRENT PRTFT AND )►METERING
Project Objective:
The new Vernon Substation #3 7.2 KV Distribution Switchgear Bus Section rated
at 3000A, 15KV will require Overcurrent protection for all of its feeders 21-29, units 6-7,
and the No. 3 Cap. Bank- Three Panels will be created to house the protective relays and
metering for each of these feeders. 'le.thkd P8061 Cpawl #3< shall house 3 SEL351 S-7
digital multi -function protective relays, and 3 SEL734 digital power quality meters for
feeder 29, Unit 6 & 7, and bus tie. The SEL351S-7 relays will also be used to capture
fault data during any abnormal conditions. This ability shall be used extensively to
monitor both relay operating status and any condition harmful to the new Transformer or
the Vernon electrical system.
The relays shall be housed in a 24' x 24" x 7' electronic enclosure as shown:
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
03/09/2004 20:51 31078834BO PAGE 35
Vernon Substation 43, 7.2 KV Oistribution Feeder Protection Specification
.1.1 Panel #3: (3) SEL 351 S overcurrent relays with associated test and trip circuit
cutout switches. These relays will serve as phase and ground overcurrent
protection for feeders 29, Unit 6 & 7, and bus tie. Also on panel #3 (3) SEL
734 meters and associated test switches. These meters will provide power and
power quality data for each feeder.
1.2 Perform protection studies to determine recommended settings for above
relays and submit all justifying calculations, graphics and other relevant
documents. Provide data in hard copy (two copies) and electronic format.
1.3 Perform field programming of existing City Of Vernon SEL 2032
communication processor. Provide program in hard copy and electronic
format.
1.4 Provide O & M manual consisting of items 3.4, 3.5, narrative description of
system operation and provide factory test data consisting of relay test data and
system test data.
1.5 Provide fully assembled system as described above inside a Hoffman
electronic enclosure with all wiring, terminal blocks, fuses, relays and other
required hardware.
1.6 Provide all required engineering and. design work; Provide all documents in
AUTOCAD .format.
"ECONOMY THROUGH ENGINEERING AND MAINTENANCE"
FjXMU B
INSURANCE SCHEDULE
Palsons shall provide proof of insurance, including a standard certificate of insurance, in at least the following
amounts and coverage (combined single limit permitted):
I. Coveage and Limits
Hazards
Automobile Liability
Bodily Injury Property DomSe
Etch Person Each Ap ident Each Accident
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' Liiability $1,000,000 per emplQloyer
II. Liability
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
$1,000000
$2,000,000
$1,000,000
Contractual Liabilfty
$1,000,000 $2,000,000
$1,000,000
Umbrella Liability
$5.000 000
$5,000,000
$5,000 000
a. The general liability policy shall contain the following special endorsements which shall be noted on or
attached to the standard certificate \of insurance:
1. 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 liability coverage shall be furnished in the
form checked below.
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
signatory is an officer authorized to so certify.
i) OR
A copy of each policy certified by an officer of the underwriter or carrier and notarized.
C4 will not ac e t the above progfs of ingMpe when certified by an insurance agent gr broker.
EXHIM "B"
01910/0001 98473.2