Resolution No. 8493I
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RESOLUTION NO. 8493
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
GALLIERA INC. DBA TRICO CONSTRUCTION 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 a firm to provide electrical equipment, protection systems and
various control circuits to expand, upgrade and replace various
transformers, racks, switchracks, switches, conduits, circuit breakers
and associated conductors, insulators, wiring and hardware necessary to
integrate the Malburg Generating Station into the Vernon Electrical
System, and to provide the necessary installation and testing services
(collectively referred to as the "Electrical Interconnect Upgrade") for
the Malburg Project; and
WHEREAS, Galliera Inc., dba Trico Construction ("Trico")
submitted a proposal dated June 17, 2004, that includes a description
of the proposed equipment and services necessary for the Electrical
Interconnect Upgrade; and
WHEREAS, the City has determined that Trico possesses the
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technical knowledge and expertise to furnish the equipment and perform
the services required by the City for the Electrical Interconnect
JUpgrade; and
WHEREAS, on July 13, 2004, the Finance Committee
considered the recommendation of Bruce V. Malkenhorst, Director of
Finance, dated July 8, 2004, to purchase equipment and services from
Trico for the Electrical Interconnect Upgrade to facilitate the
construction and operation of the Malburg Project; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to enter into a contract with Trico setting forth the terms
and conditions for the performance of the Electrical Interconnect
Upgrade services during construction of the Malburg Project to enhance
services provided to the Vernon community.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Equipment Purchase and Professional Services Contract
with Galliera Inc., dba Trico Construction, in substantially the same
form as the copy which is attached hereto as Exhibit A and
incorporated by reference, in an amount not to exceed $2,625,000.00.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the City Administrator 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
authorizes the City Administrator to execute any and all documents
necessary to implement and carry out the purposes specified in the
Contract on behalf of the City of Vernon and to perform such other
actions deemed necessary or advisable.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to send one fully executed
Contract to:
Galliera Inc. dba Trico Construction
Attn. James Bruschera, General Manager
445 Hampshire Street
San Francisco, CA 94110
SECTION 6:' The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 28th day of July, 2004.
(ATTEST:
BRUCE V. MALKENHORST, City Clerk
LEONIS C. MAL URG, Ma or
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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.
8493, was duly adopted by the City Council of the City of Vernon at an
adjourned regular meeting of the City Council duly held on Wednesday,
July 28, 2004, and thereafter was duly signed by the Mayor of the City
of Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
V4&
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
purposes, as of this day of July, 2004, in the City of Vernon, County of Los Angeles, State
of California
BY AND BETWEEN THE CITY OF VERNON
(hereinafter referred to as "City")
4305 Santa Fe Avenue
Vernon, CA 90058
AND GALLIERA, INC., dba TRICO CONSTRUCTION
(hereinafter referred to as "Trico")
445 Hampshire Street
San Francisco, CA 94110
RECITALS
WHEREAS, the 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, and
WHEREAS, the City has determined that it is in the best interest of the Malburg
Project that the City retain the services of a firm to provide and install electrical equipment,
protection systems and various control circuits to expand, upgrade, and replace various
transformers, racks, switchracks, switches, conduits, circuit breakers, and associated conductors,
insulators, wiring, and hardware necessary to integrate the Malburg Generating Station into the
Vernon Electrical System, and to provide installation and testing services in connection with such
upgrades (collectively, the "Electrical Interconnect Upgrade") for the benefit of the Malburg
Project; and
WHEREAS, Trico has prepared a proposal dated June 17, 2004 for the
equipment, services, installation and testing necessary for the Electrical Interconnect Upgrade, a
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copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the
"Proposal", which Proposal (a) includes the emails by and between Trico's electrical
subcontractor and the City clarifying certain issues, a copy of which is attached to the Proposal;
and (b) supersedes and replaces in its entirety Trico's proposal of May 4, 2004); and
WHEREAS, the City has provided to Trico the City's Specifications for
Construction of Vernon Substation Electrical Interconnect dated June 2, 2004, a copy of which is
attached hereto as Exhibit B and incorporated herein by this reference (the "Specifications"); and
WHEREAS, Trico represents that it is qualified and capable of furnishing the
labor, materials and expertise necessary to furnish the equipment and perform the services that the
City requires, as set forth in this Contract, the Proposal, and the Specifications, and is willing to
do so on the terms and conditions set forth below; and
WHEREAS, the Electrical Interconnect Upgrade has been competitively bid, and
Trico's cost proposal is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Trico to provide for
the Services and Equipment, each as defined below, necessary for the Electrical Interconnect.
Upgrade on the terms and conditions set forth below.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. The Work.
1.1 Certain Definitions. The following terms shall have the following meanings
for purposes of this Contract:
1.1.1 Contract Documents. The term "Contract Documents" as used
herein shall mean and refer to and include this Contract, the Proposal, the Specifications, and all
other exhibits and attachments hereto and thereto, as well as amendments and modifications
hereto and thereto that are approved in writing by the parties, and authorized Change Orders (as
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t � 1
defined below) that are signed by the parties. All of these documents form the Contract, and all
are as fully a part of the Contract as if attached to this Contract or repeated herein. In the event
of a conflict between the Proposal or the Specifications and this Contract, the terms of this
Contract shall prevail, and in the event of a conflict between Proposal and Specifications, the
Proposal shall prevail. This Contract includes Exhibits A through E, each of which is attached
hereto and incorporated herein by its reference and is a part of this Contract.
L 1.2 Project. The Project is the construction and installation of the
Electrical Interconnect Upgrade.
California.
1.1.3 Project Manager. The City's Project Manager shall be
The City reserves the right, in the City's sole discretion, to replace Mr.
as the City's Project Manager upon notice to Trico.
1.1.4 Site. The Site shall be
Vernon,
1.1.5 Substantial Completion. Substantial Completion shall mean the
date on which all Work is substantially completed in accordance with the Contract Documents
and all applicable statutes, laws, regulations, and other legal authorities; all testing has been
completed and accepted by the City (including any additional testing that the City elects to
perform, at the City's cost); all documentation required under the Contract Documents has been
provided to and accepted by the City; and all authorizations, certificates, and permits required in
order for the City to use the Work have been obtained and complied with, such that the City can
utilize the Work for its intended use, subject only to completion of minor, punch list items that do
not affect the usability of the Project.
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1.1.6 Trico's Representative. Trico's Representative shall be
unless replaced by Trico by written notice to the City; provided,
however, that the City must approve, in its reasonable discretion, any replacement of Trico's
Representative.
1.1.7 Work. The Work comprises the completed construction required
by the Contract Documents or reasonably inferable therefrom and includes all of the Services to
be performed and the Equipment to be obtained, installed, and tested by Trico or any of its
employees, agents, contractors, or subcontractors under the terms of the Contract Documents.
1.1.8 Services. Trico shall perform or cause to be performed all the work
required by the Contract Documents or reasonably inferable therefrom for the design and
construction of the Electrical Upgrade Connection (the "Services").
1.2 Equipment/Trico Equipment. Trico shall obtain and sell, deliver, and install
or construct all of the materials, equipment, and supplies described in the Contract Documents or
reasonably inferable therefrom required to design and construct the Electrical Interconnect
Upgrade (collectively, the "Equipment"). Trico shall obtain the use of all equipment necessary to
perform the Services, including, without limitation, trucks, forklifts, cranes, etc. (collectively, the
"Trico Equipment"), and the cost of obtaining and using the Trico Equipment is included in the
Contract Sum, as defined below.
1.3 Trico's Obligations. Trico 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 Trico agree and acknowledge that the City is entering into this
Contract in reliance on Trico's special and unique abilities with respect to performing the Services.
Trico accepts the relationship of trust and confidence established between it and the City by this
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Contract. Trico 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, Trico
represents, covenants and agrees as follows:
1.3.1 Permits. Trico will be solely responsible for obtaining all required
permits, authorizations, and consents required from all governmental or quasi -governmental
authorities in connection with the Work. The cost of obtaining the permits, authorizations, and
consents is included in the Contract Sum; provided, however, that , the City shall be liable for the
actual costs of any permits or fees imposed by any governmental or quasi -governmental agency.
1.3.2 Compliance with Law; Defects. All Services performed, documents
prepared, and Equipment provided by Trico will conform to all applicable governmental
regulations, statutes, and ordinances, and will be accurate and free from defects. If any of the
Services or Equipment are not acceptable to the City, Trico shall promptly reperform such
Services or repair or replace such Equipment without cost or expense to the City.
1.3.3 Skill and Experience. The Services shall be performed using the
degree of skill and judgment and shall be of the standard and quality which prevail among
recognized professionals who provide similar services for similar projects throughout the United
States. Trico possesses a high level experience and expertise in the business administration,
construction, construction management, and superintendence of projects of the size, complexity
and nature of this Project, and it will perform the Services with the care, skill and diligence of
such a contractor.
1.3.4 No Release. Trico's duties shall not be diminished by reason of any
approval by the City, nor shall Trico be released from any liability by reason of such approval by
the City, it being understood that the City at all times is relying upon Trico's skills and knowledge.
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1.3.5 Authorizations. Trico is authorized to do business in California and
properly licensed and registered by all governmental authorities having jurisdiction over it. 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. Each subcontractor shall be licensed as a contractor under California
law.
1.3.6 Due Diligence. Trico (a) has fully inspected the Site and is familiar
with the local and special conditions under which the Work is to be performed, (b) has thoroughly
reviewed the Contract Documents, (c) has determined that the Contract Documents are
sufficiently detailed to determine the Contract Sum, (d) agrees that the Contract Sum is adequate
and reasonable compensation for all the Work and Trico's assumption of all foreseeable risks,
hazards, and conditions in connection with the Work, and (e) has determined that the Project can
be completed in accordance with the Contract Documents.
1.3.7 Capability. Trico and all subcontractors are financially solvent and
possessed of sufficient working capital to complete the Work and perform all obligations
hereunder. Trico is able to furnish the tools, equipment, supplies, equipment and labor required
to complete the Work and perform its obligations hereunder.
The foregoing representations, covenants, and agreements shall survive any
termination of this Contract and final completion of the Electrical Interconnect Upgrade and are in
addition to, and not in lieu of, any and all other liability imposed upon Trico by law with respect
to Trico's duties, obligations and performance hereunder.
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2. Time of Performance. Trico shall commence and complete the Electrical
Interconnect Upgrade as follows:
2.1 Time Schedule. Trico shall begin to obtain the Equipment and perform the
Services (including entering into any contracts as required to accomplish the Work) upon the full
execution of this Contract (the "Commencement Date"). Trico shall diligently prosecute the work
and achieve Substantial Completion no later than
(the "Substantial Completion
Date"). The time between the Commencement Date and the Substantial Completion Date shall be
the "Contract Time". In addition to achieving the Substantial Completion Date, Trico shall be
obligated to accomplish the milestones described in the Construction Progress Schedule by the
dates set forth in the Construction Progress Schedule, as defined in Paragraph 7.8 below.
2.2 Inability to Meet Time Schedule. Except if performance is excused, as set
forth in Paragraph 2.3 below, Trico's failure to install the Equipment and complete the Services
within the Contract Time, or Trico's failure to achieve the milestones by the dates set forth in the
Construction Progress Schedule, as defined in Paragraph 7.8 below, shall constitute a material
default of this Contract, and, among other remedies available to it, including those set forth in this
Paragraph 2, the City shall have the option of terminating this Contract.
2.3 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, 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 parry could not reasonably have been expected to avoid and by
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exercise of due diligence has been unable to overcome. Either parry rendered unable to fulfill any
of its obligations under this Agreement by reason of an uncontrollable force, shall give written
notice within five (5) business days of such fact to the other party and shall exercise due diligence
to remove such inability with all reasonable dispatch. The time required to achieve Substantial
Completion or a milestone shall be extended by Change Order by the number of days of delay
caused by the uncontrollable force, as the City may reasonably determine. An extension of time
for achievement of Substantial Completion by reason of an uncontrollable force shall not justify
extra compensation for Trico for administrative or other costs or expenses; provided, however,
that if the time for achieving Substantial Completion is materially extended by reason of
uncontrollable force through no fault of Trico, Trico shall be entitled to an increase in the
Contract Sum, but only in any amount equal to the increase in Trico's direct cost resulting from
such delay.
2.4 Trico's Delay. If the City determines that the performance of the Work has
not progressed or reached the level of completion required by the Contract Documents so as to
achieve the timely and orderly completion of the Work by the date for Substantial Completion, the
City shall have the right to order Trico to take corrective measures deemed necessary or desirable
by the City to expedite the progress of construction (and Trico hereby covenants to perform such
corrective measures), including (a) working additional shifts of overtime, (b) supplying additional
manpower, equipment and facilities, and (c) other similar measures (collectively, the
"Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the
Work complies with the stage of completion required by the Contract Documents. The City's
right to require Extraordinary Measures is solely for the purpose of ensuring Trico's compliance
with the milestones and the date of Substantial Completion.
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2.4.1 Contract Sum. Trico shall not be entitled to any adjustment in the
Contract Sum in connection with Extraordinary Measures required by the City under this
Paragraph 2.4.
2.4.2 Exercise of Right. The City may exercise its rights under this
Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Trico's
performance of the Work will comply with the completion date set forth in the Contract
Documents.
2.4.3 Further Rights. If the City determines, in its sole discretion, that
Trico's corrective measures are not sufficient to expedite the progress of the construction of the
Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to
Trico, to take such corrective measures itself, in which event the City may deduct its costs and
expenses with respect to such corrective measures from the amounts due to Trico under the
Contract Documents.
3. Contract Sum.
3.1 Contract Sum. As full and complete compensation for all Services and
Equipment (including Trico Equipment) provided by Trico and its agents and subcontractors, if
any, the City shall pay to Trico, subject to additions and deductions by Change Order as provided
in the this Contract, the amount of Two Million, Three Hundred Eighty -Six, Five Hundred
Seventy -Three Dollars ($2,386,573) (the "Contract Sum"). The Contract Sum includes the
Contra Costa Electric "Lump Sum Price" of One Million, Five Hundred Forty -One Thousand
Dollars ($1,541,000) as described in Exhibit C attached hereto and incorporated herein by
reference (the "Contract Costa Cost"). Except for costs to be home by the City, as described in
this Contract, and except for authorized Change Orders signed by the City, the City is under no
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obligation to compensate Trico for Work, Equipment, Trico Equipment, Services, or fees
incurred under this Contract in excess of the Contract Sum, and no reference to time and
materials charges in the Proposal or Specifications shall mean that there is any obligation by the
City to pay any amount in excess of the Contract Sum for any work described in, or reasonably
inferable from, the Contract Documents.
3.2 Costs in Excess of Contract Sum. If the actual cost of the Work exceeds
the Contract Sum, as adjusted for changes in the Work which have been approved in writing by
City, Trico shall pay such excess from its own funds, and the City shall have no liability for the
payment of all or any part of the excess.
4. Payment Terms.
4.1 Application for Payment. On or before the fifteenth day of each month
during the performance of the Work, Trico shall submit to Project Manager, for approval by
Project Manager and the City, an itemized Application for Payment certified as true and correct
by Trico's Representative, in form and substance acceptable to the City and Project Manager,
supported by such data substantiating Trico's right to payment as the City may require. Such
Application shall cover all Work completed during the previous calendar month, and shall:
4.1.1 set forth in reasonable detail the costs and expenses incurred or
paid by Trico during the immediately preceding calendar month to any subcontractor,
materialman, employee or laborer for services actually performed and for materials actually
incorporated in the Work (or suitably stored on the Site);
4.1.2 show the names of contractors, subcontractors and materialmen to
be paid and the amount to be paid to each;
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4.1.3 set forth the total amount of expenditures to date and the total
estimated expenditures to be made for the remaining balance of the Work;
4.1.4 set forth the total amount of retainage to be held by the City
pursuant to Paragraph 4.3.1 of this Contract; and
4.1.5 be accompanied by copies of invoices, payrolls, equipment rental
schedules, affidavits, and such other evidence as City may require to support the Application for
Payment submitted by Trico.
4.2 Certificate for Payment. Project Manager shall, within seven (7) days after
the receipt of Trico's Application for Payment, either issue a Certificate for Payment to City, with
a copy to Trico, for such amount as Project Manager determines is properly due, or notify Trico
in writing his reasons for withholding a Certificate as provided in Paragraph 4.3.2 below.
4.3 Progress ss Payments.
4.3.1 Payment by City. Not later than thirty (30) days following City's
receipt of the Certificate for Payment from Project Manager, the City shall pay to Trico the
amount of ninety percent (90%) of the amount set forth in the Certificate of Payment properly
allocable to labor, materials and equipment incorporated in the Work or suitably stored at the
Site, for the period covered by the Application for Payment, less the aggregate of previous
payments made by the City and less any amounts withheld for a reason set forth in Paragraph
4.3.2 below.
4.3.2 Payment Holds. Project Manager may decline to certify payment
and may withhold his Certificate in whole or in part, to the extent necessary to protect the City, if
in his opinion the Work has not progressed to the point indicated or the quality of the Work is not
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in accordance with the Contract Documents. Project Manager may also decline to certify
payment because of
(a) defective Work not remedied;
(b) third party claims filed or reasonable evidence indicating
probable filing of such claims;
(c) failure of Trico to make payments properly to
Subcontractors or for labor, materials or equipment;
(d) reasonable evidence that the Work cannot be completed for
the unpaid balance of the Contract Sum;
(e) damage to City or another contractor;
(f) reasonable evidence that the Work will not be completed
within the Contract Time; or
(g) Trico's default hereunder or other failure to carry out the
Work in accordance with the Contract Documents.
4.4 Terms re Payments.
4.4.1 Title to Citv. Trico warrants that title to all Work, materials and
Equipment covered by an Application for Payment will pass to the City either by incorporation in
the construction or upon the receipt of payment by Trico, whichever occurs first, free and clear of
all liens, claims, security interests or encumbrances, and that no seller of any material will retain an
interest therein or an encumbrance thereon.
4.4.2 Payments to Subcontractors. Trico shall be solely responsible for
paying all sums due to Contra Costa Electric, Inc. and any other subcontractors used in the
performance of the Work. Except in the event that the City has failed to make payments to Trico
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under the terms set forth in this Contract, Trico shall indemnify, defend, protect, and hold
harmless the City and its elected officials, officers, and employees from and against any claims
made by Contra Costa Electric, Inc. and any other subcontractors, employees, or agents of Trico
alleging that such parties have not been paid for any Equipment provided or Services performed in
connection with the Work. Such indemnity shall including all costs and expenses of defense,
including, without limitation, reasonable attorneys' fees and costs, and court costs. Applications
for Payment may not include requests for payment of amounts Trico does not intend to pay to a
subcontractor or material supplier because of a dispute or other reason.
4.4.3 Payment is Not Acceptance. No Certificate for Payment, nor any
progress payment, nor any use of the Project by City, shall constitute an acceptance of any Work
not in accordance with the Contract Documents.
Substantial Completion/Final Payment.
5.1 Substantial Completion. When Trico considers that the Work is
substantially complete as defined in Paragraph 1.1.5, Trico shall notify City and Project Manager
thereof. If Project Manager and City determine that the Work is substantially complete, Project
Manager will prepare a Certificate of Substantial Completion, which shall (a) establish the date of
Substantial Completion, (b) list all immaterial items that will not interfere with City's utilization of
the Work for its intended purpose (such final list approved by City being referred to herein as the
"Punch List"), (c) fix the time within which Trico shall complete all items on the Punch List, and
(d) certify that the Work has been substantially completed in a good and workmanlike manner, in
substantial accordance with the Contract Documents and in compliance with all applicable laws
5.2 Further Payment. Upon Substantial Completion of the Work and upon
application by Trico and certification by Project Manager, as provided in Paragraph 4.2 above,
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City shall make any payment required to ensure that Trico has received 90% of the Contract Sum,
less such amounts as the Project Manager may determine for all incomplete Work and unsettled
claims.
5.3 Final Payment. Final payment, constituting the entire unpaid balance of the
Contract Sum, shall be paid by the City to the Trico when (a) the Work, including all Punch List
items, has been completed to City's satisfaction; (b) Project Manager has issued and City has
approved the final Certificate of Payment; (c) all warranties and guarantees required under the
Contract Documents have been assigned to and accepted the City; and (d) Trico has submitted to
the City (1) data establishing payment satisfaction of all its obligations, such as receipts, (2) a
certificate evidencing that the insurance required by Paragraph 16.6 and Exhibit E to remain in
force after final payment is currently in effect and will not be cancelled or allowed to expire until
at least thirty days' prior written notice has been given to City, and a written statement that such
policies will be renewable, and (3) a full set of "as -built" sepias incorporating all the reproducible
records, drawings showing changes in the Work made during construction, based on marked -up
prints, drawings and other data known by Trico, and (5) copies of electronic media, if any,
including computer tapes, reflecting the final design of the Electrical Interconnect Upgrade.
5.4 Accounting Records. Trico shall keep full and detailed accounts and
exercise such controls as may be necessary for proper financial management under this Contract,
and shall maintain such books and records for a period of three (3) years after final payment, or
for such longer period as may be required by law.
6. The City's Rights and Obligations.
6.1 City's Obligations to Provide Utilities, Storage, and Security. The City
shall provide, at the City's cost, temporary water, power, and other utilities for the use of Trico
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and its subcontractors during the Contract Time. The City shall also be responsible for security at
the Site during the Contract Time, and shall provide storage facility for Equipment ordered
hereunder at no cost to Trico.
6.2 City's Right to Stop the Work. If Trico fails to correct defective Work as
required by this Contract, or if Trico is otherwise in default under the Contract Documents, the
City, by written notice to Trico, may order Trico to stop the Work, or any portion thereof, until
Trico has corrected such defective work or cured such default. The City's right to stop the Work
shall not impose any duty on City to exercise such right for the benefit of Trico or any other
person or entity.
6.3 City's Right to Carry Out the Work. If Trico defaults or neglects to carry
out the Work in accordance with the Contract Documents and fails within seven (7) days after
receipt of written notice from City to commence and continue correction of such default or
neglect with diligence and promptness, City may, without prejudice to any other remedy it may
have, make good such deficiencies and deduct from the payments then or thereafter due Trico the
cost of correcting such deficiencies.
7. Trico's Rights and Obligations.
7.1 Review of Contract Documents.
7.1.1 Consistencv. Trico shall compare the Contract Documents and
shall at once report to Project Manager any error, inconsistency or omission Trico may discover.
Provided that Trico timely reports any such error, inconsistency or omission, Trico shall not be
liable to the City for any damage resulting from any such errors, inconsistencies or omissions in
the Contract Documents, except -for such damage arising from Trico's negligence or willful
misconduct. If Trico performs any construction activity involving a recognized error,
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inconsistency or omission in the Contract Documents without such notice to Project Manager,
Trico shall assume appropriate responsibility for such performance and shall bear an appropriate
amount of the attributable costs for correction.
City that:
7.1.2 Representations. By executing the Contract, Trico represents to
(a) The Contract Documents are sufficiently complete and
detailed for Trico to (1) perform the Work required to
produce the results intended by the Contract Documents,
and (2) comply with all of the requirements of the Contract
Documents.
(b) The Work required by the Contract Documents, including
all construction details, construction means, methods,
procedures, sequences and techniques necessary to perform
the Work, use of materials, selection of equipment and
requirements of product manufacturers, and safety
precautions and programs in connection with the Work, is
consistent with (1) good and sound practices within the
construction industry, (2) requirements of any warranties
applicable to the Work, (3) requirements of all laws,
regulations or policies of all governmental authorities having
jurisdiction over the Project, and (4) requirements of any
permit or authorization required for the Project.
7.2 Supervision and Construction Procedures.
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7.2.1 Supervision. Trico shall supervise and direct the Work, using its
best skill and attention. Trico shall be solely responsible for all construction means, methods,
techniques, sequences and procedures and for coordinating all portions of the Work under the
Contract Documents. Trico shall review any specified construction or installation procedure
(including those recommended by any product manufacturer). Trico shall advise Project Manager
(a) if the specified procedure deviates from acceptable construction practice, (b) if following such
procedure will affect any warranties, and (c) of any objections which Trico may have to such
procedure.
7.2.2 Responsibility for Conduct. Trico shall be responsible to City for
the acts and omissions of itself, its agents, its employees, subcontractors and sub -subcontractors
and their respective agents and employees, and other persons performing any Work under a
contract with Trico.
7.2.3 No Release. Trico shall not be relieved from its obligations to
perform the Work in accordance with the Contract Documents either by the activities or duties of
Project Manager in his administration of the Contract, or by inspections, tests or approvals
required or performed by persons other than Trico.
7.2.4 Coordination. Whenever the work of Trico or a Subcontractor is
dependent upon the work of other Subcontractors, then Trico shall require the Subcontractor to
coordinate his work with the others.
7.2.5 Delivery, and Storage. All materials and Equipment shall be
delivered, handled, stored, installed, and protected in accordance with the best current practices in
the industry, in accordance with manufacturers' specifications and recommendations, and in
accordance with Contract Document requirements. The term "delivery" in reference to any item
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specified or indicated, means the unloading and storing of such items with proper protection at the
Site. All risk of loss to stored materials and Equipment and Trico Equipment shall be borne by
Trico. Risk of loss or damage shall pass to the City upon completion of installation of all
Equipment, testing, and written acceptance by the City.
7.2.6 Confirmation of Dimensions. Before ordering materials and
equipment, or performing Work, Trico shall verify indicated dimensions. If any discrepancy
exists, Trico shall take field measurements required for the proper fabrication and installation of
the Work. Upon commencement of any item of Work, Trico shall be responsible for the
dimensions related to such item of Work.
7.3 Labor and Materials.
7.3.1 Trico's Payment for Work. Unless otherwise provided in the
Contract Documents, Trico shall provide and pay for all labor, materials, equipment, tools,
construction equipment and machinery, transportation, and other services necessary for the proper
execution and completion of the Work, whether temporary or permanent and whether or not
incorporated or to be incorporated in the Work. Trico shall be responsible for all cutting, fitting
or patching that may be required to complete the Work or to make its several parts fit together
properly.
7.3.2 Provision of Workers and Material. Trico shall furnish an adequate
supply of skilled workers and proper materials to perform the Work in the best and most sound
manner consistent with the interests of City.
7.3.3 Assignment of Warranties. Trico shall assign to City at the time of
final completion of the Work, or upon any earlier termination of this Contract, any and all
manufacturers' warranties relating to materials and labor used in the Work and further agrees to
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perform the Work in such manner so as to preserve any and all such warranties. Trico shall
assemble and deliver to City complete copies of all warranties, guaranties, and operating and
maintenance data from all manufacturers whose equipment is installed in the Work.
7.4 Testing.
7.4.1 Equipment. Trico shall inspect all Equipment as it is delivered, and
will reject any Equipment that is defective, with the cost of repair or replacement being the
responsibility of Trico. Trico will begin testing the various Equipment components as they are
received or installed, as appropriate, taking into account the nature of the Equipment. The City
reserves the right to test any and all Equipment, regardless of the results of Trico's testing. In the
event that the test results obtained by either Trico 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, Trico 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 entire shipment of Equipment from that
vendor or subcontractor, and obtaining another vendor to provide that Equipment. Trico 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, including any damage caused to
the City's existing equipment and the Vernon Substation or the Malburg Project by the installation
or use of defective Equipment or Services provided by Trico or its subcontractors.
7.4.2 Testing of the Project. The City shall test the Electrical
Interconnection Upgrade promptly after Substantial Completion has been achieved. The City's
acceptance of the Electrical Interconnect Upgrade shall be contingent upon the City's verification
of the test results for the Equipment and the Project following Substantial Completion. In the
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event that the test results show that the Electrical Interconnect Upgrade does not meet the
Specifications or otherwise fails to conform to the terms of the Contract Documents, the City
shall have the option of rejecting the entire Project or rejecting only the damaged Equipment.
Trico shall be responsible for all costs that may be incurred in connection with the rejection and
replacement of the Project or the Equipment.
7.4.3 Costs of Testing. Trico's testing obligations are included in the
Contract Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by
an outside laboratory.
7.5 Warranties.
7.5.1 Trico's Warranty. Trico 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. Trico warrants that all materials and Equipment will be new and free from defects
in materials and workmanship, comply with the Contract Documents, and be of good quality and
merchantability, and fit for their intended purposes; and that all Work will be of good quality, free
from faults and defects, in conformance with the Contract Documents, and performed in a good
and workmanlike manner. All Work not conforming to these requirements, including
substitutions not properly approved and authorized, may be considered defective. If required by
City or Project Manager, Trico shall furnish satisfactory evidence as to the kind and quality of
materials and equipment used on the Project. The term of this warranty is described in Paragraph
9.1, and this warranty shall survive any termination of this Contract.
7.5.2 Manufacturers' Warranties. Trico shall obtain for the benefit of the
City, and assign to the City, commercially reasonable manufacturers' warranties for parts and
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labor, which shall commence upon Substantial Completion. Trico shall assist the City in the
enforcement of all such warranties.
7.6 Taxes. Trico shall pay all sales, consumer, use, and other similar taxes for
the Work or portions thereof provided by Trico.
7.7 Permits, Fees and Notices.
7.7.1 Permits. Trico shall secure all permits, authorizations, consents,
and licenses necessary for the proper execution and completion of the Work, including, without
limitation, any such permits or authorizations required by the Environmental Protection Agency
(EPA) or the Air Quality Management District (AQMD); provided, however, that the City shall
be liable for the actual costs of any permits or fees imposed by any such governmental or quasi -
governmental agency.
7.7.2 Notices. Trico shall give all notices and comply with all laws,
ordinances, rules, regulations and lawful orders of any public authority bearing on the
performance of the Work. If Trico performs any Work knowing it to be contrary to such laws,
ordinances, rules and regulations, and without such notice to Project Manager and City, Trico
shall assume full responsibility therefor and bear all costs attributable thereto.
7.8 Construction Progress Schedule.
7.8.1 Schedule. Within _ days after the execution of this Contract,
Trico shall prepare and submit for City's and Project Manager's approval Trico's construction
schedule for the Work which shall be attached hereto and made a part hereof as Exhibit D (the
"Construction Progress Schedule"). If the parties are not able to reach agreement on the terms of
the Construction Progress Schedule within the above -described time period, the City shall have
the right to terminate this Contract without cause, as described in Paragraph 12.2 below.
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7.8.2 Meetings. At City's request, from time to time, Trico shall hold
regular progress meetings with City and Project Manager at the Site. At such meetings, Trico
shall report to City and Project Manager on the progress of the Work and such other matters
relating to Trico's performance under the Contract Documents as City may request.
7.9 Shop Drawings and Samples. Trico shall review, stamp with its approval,
and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the
Work or in the work of any other contractor, all Shop Drawings and Samples required by the
Contract Documents or subsequently requested by Project Manager.
7.10 Use of Site. Trico shall allow Project Manager and the City's authorized
representatives access to the Site at all times. Trico shall confine operations at the Site to the
smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment,
and shall use its best efforts to not interfere with City's use of other portions of the Site. Trico
shall not commence any Work before coordinating all activities with City, and shall not disrupt the
operation of any Site utilities or services without the prior written consent in each instance of
City. Trico at all times shall keep the Site free from accumulation of waste materials or rubbish
caused by its operations. At the end of each day and upon completion of the Work, Trico shall
remove all its waste materials and rubbish from and about the Project and the Site, as well as all
its tools, construction equipment, machinery and surplus materials, and shall clean the Project and
the Site, leaving it in a neat condition. If Trico fails to clean up upon completion of the Work,
City may do so and the cost thereof shall be charged to Trico and deducted from the Contract
Sum.
7.11 Indemnification.
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7.11.1 Trico's Indemnity. To the fullest extent permitted by law, Trico
shall defend, indemnify and hold harmless City and its elected officials, officers, agents and
employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments,
settlements and penalties, losses, fines, and all costs and expenses incurred in connection
therewith, including reasonable attorneys' fees and all costs of defense, arising out of or
attributable to the negligent or wrongful acts of Trico or its subcontractors, employees or agents
in the performance of Work 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. The obligations in this Paragraph are in addition to Trico's duty to provide insurance
and shall not be limited by any limitation on the amount or type of insurance coverage carried by
Trico.
7.11.2 Indemnity Process. The City shall notify Trico in writing of any
suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Trico
shall assume the defense of such claim with counsel reasonably satisfactory to City. If Trico fails,
within a reasonable time after receipt of such notice, to assume the defense with counsel
reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect
conflict of interest exists between the parties with respect to the claim, or if in the sole judgment
of City the assumption and conduct of the defense by Trico would materially and adversely affect
City in any manner or prejudice its ability to conduct a successful defense, then the City shall have
the right to undertake the defense, compromise and settlement of such claim for the account and
at the expense of Trico. Notwithstanding the above, if the City in its sole discretion so elects,
City may also participate in the defense of such actions by employing counsel at its expense,
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without waiving the City's obligations to indemnify or defend. Trico shall not settle or
compromise any claim or consent to the entry of any judgment without the prior written consent
of the City and without an unconditional release of all liability by each claimant or plaintiff to the
City.
7.12 Payment and Performance Bond. Prior to commencement of its Work,
Trico shall provide the City with a copy of a payment and performance bond in an amount equal
to one a half times the Contract Sum that has been issued for the benefit of the City.
7.13 Personnel. Trico shall minimize changes to its key project personnel. The
City shall have the right to regl>Aest reasonable Project personnel changes and to review and
reasonably approve Project personnel changes proposed by Trico.
Additional Services/Change Orders.
8.1 Change Orders. The City reserves the right to request changes in the
Work, which changes are referred to as the "Additional Services". Additional Services may be
authorized only by a Change Order signed by the Project Manager and Trico. If the City requests
Additional Services, Trico shall prepare a proposal specifying a fixed fee adjustment to the
Contract Sum, and, if necessary, an adjustment to the Contract Time for the requested
modification. If Trico believes Additional Services are appropriate, it shall request such
modification in writing, again specifying the fixed fee adjustment to the Contract Sum and
adjustment to the Contract Time before proceeding with the Additional Services. Trico shall
immediately identify (by written notice to the City) any work requested by the City which Trico
believes to be outside the scope of the Work, as defined in the Contract Documents, and such
notice shall include a proposal specifying the fixed fee adjustment to the Contract Sum and
Contract Time. Change Orders shall be effective on receipt of the executed fax copies with
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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. If a Change Order increases the Contract Sum, Trico shall include
the Work covered by such Change Orders in Applications for Payment as if such Work were
originally part of the Contract Documents. The fee shall be negotiated in good faith and agreed to
by the parties prior to the commencement of the Additional Services; provided, however, that if
the parties are not able to reach agreement on the fee, Trico shall provide the Additional Services
pursuant to the City's written request, and payment shall be governed by the terms of Paragraph
8.2 of this Contract.
8.2 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, Trico shall nonetheless timely perform the Additional Services, on the written direction
of the Project Manager (the "City's Directive"), and Trico 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 Contract Sum and Contract Time and shall be submitted to the
City (if at all) prior to commencing performance of the Additional Services. If the notice is timely
given, Trico shall keep and submit to the City on a daily basis a complete breakdown of all costs
incurred for the Additional 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. Trico's 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
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compensation or schedule is due for the Additional Services. If the cost breakdown and
supporting documentation is delivered by Trico, the parties shall endeavor, in good faith, to reach
agreement on the increased cost of the Additional Services and the time adjustment, if any, to the
Contract Time. If the parties are not able to reach agreement, the City shall pay to Trico the
undisputed portion of the charges. The basis for establishing the cost of Additional Services, if
not otherwise agreed to by the parties, shall be the increased costs (taking into account any offset
based on the change) of the following costs that are directly attributable to the change: costs of
labor, costs of materials, supplies, and equipment, costs of premiums for all increases in bonds and
insurance, and additional costs ,of supervision and field office personnel.
8.3 Validity of Claim for Changes. No claim for additional compensation or
extension of time shall be valid or recognized unless contained in a Change Order or City's
Directive signed by the Project Manager. Accordingly, no course of conduct or dealings between
the parties, nor express or implied acceptance of alterations or additions to the Work, and no
claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the
basis of any claim to an increase in any amounts due under the Contract Documents or a change
in any time period for the Work in the Contract Documents.
8.4 Minor Changes in the Work. Subject to City's prior approval, Project
Manager will have authority to order minor changes in the Work not involving an adjustment in
the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the
Contract Documents. Such changes shall be effected by written order, and shall be binding on
City and Trico. Trico shall carry out such written orders promptly.
8.5 Concealed Conditions. Trico represents that it has (i) examined all
available records and data regarding the Site and the Project, and has from such examination
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informed itself concerning any conditions to be encountered and all other pertinent matters and
conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly
inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Contract
Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof. In
the event any concealed conditions shall be encountered in the performance of the Work which (a)
are not apparent from a thorough visual inspection of the Site, (b) are materially at variance with
the conditions indicated by the aforesaid records and data and the Contract Documents, (c) differ
materially from those generally recognized as inherent in work of the character provided for in
this Contract, and (d) cause a material delay in the Work or a material increase of the cost of the
Work which cannot be avoided (collectively, "Concealed Conditions"), Trico shall deliver to City
within five (5) days of discovery of the Concealed Conditions a written notice describing in detail
the Concealed Conditions and estimating the delay in or increase in cost of the Work caused by
such Concealed Conditions (the "Concealed Conditions Notice"). Trico shall provide such
supporting documentation for the Concealed Conditions Notice as the City may require. Any
claims of Concealed Conditions not made as specified herein shall be deemed waived. Within
fourteen (14) days after receipt of the Concealed Conditions Notice, the City shall either (x)
authorize Trico to proceed with the Work through Construction Change Directive or Change
Order, in which case the Contract Sum and/or Contract Time shall be adjusted to reflect the
increase in actual cost and/or delay caused by the Concealed Conditions, or (y) terminate the
Contract in accordance with Paragraph 12.2.
9. Correction of Work.
9.1 Obligation to Correct Work and Correction Period. Trico, at its cost, shall
promptly correct all Work rejected by Project Manager or the City as defective or as failing to
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conform to the Contract Documents, if reported to Trico before Substantial Completion, or
within the later of (a) 18 months after Substantial Completion, (b) such longer period of time as
may be prescribed by law, or (c) the terms of the applicable manufacturers' warranty (the
"Correction Period"). The City shall give such notice promptly after discovery of the condition.
The Correction Period shall be extended with respect to portions of Work first performed after
Substantial Completion by the number of days between Substantial Completion and the actual
performance of the Work, and a new 18- month Correction Period shall commence for all
repaired or replaced items of Work on the date the repair or replacement was made. Trico's
obligations hereunder shall include the obligation to repair any damage to other property caused
by the defective Work or the repair thereof Trico shall indemnify the City from and hold the City
harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses,
including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any
such Work found to be defective or not in accordance with the Contract Documents, or (b) the
correction of any such Work. Trico's obligations under this Paragraph 9.1 shall survive
acceptance of the Work and the termination or expiration of this Contract.
9.2 Compliance with Agengy Requirements and Law. Trico's obligation to
repair any defective Work shall include the obligation to make any repairs or replacements
required to bring the Project into compliance with applicable law and any requirements, permits,
or authorizations imposed by any governmental or quasi -governmental agency such as EPA or
AQM[D.
9.3 City's Remedies. If Trico fails to correct defective or nonconforming
Work as provided in this Paragraph 9, the City may correct it in accordance with Paragraph 6.3.
This remedy is in addition to all other remedies available to the City.
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10. Protection of Persons and Property.
10.1 Safety of Persons and Property. Trico shall take all reasonable precautions
and conform to all safety provisions and practices for the safety of, and shall provide all
reasonable protection to prevent damage, injury or loss to all employees on the Work and all
other persons who may be affected thereby.
10.2 Fire Precautions and Protection. Trico shall take necessary precautions to
guard against and eliminate possible fire hazards and prevent damage to the Work, building
materials, equipment, temporary field offices, and public and private property.
10.3 Environmental Control.
10.3.1 Compliance with Law. All materials and work procedures used on
the Project shall comply with all environmental and air pollution control regulations in effect at
the Site. Trico shall be responsible for obtaining all necessary approvals and certification as to
compliance of the materials and work procedures.
10.3.2 Use of Hazardous Materials. Trico shall not use or cause to be
used any hazardous materials, as defined under any applicable federal, state or local law, including
asbestos, or asbestos -containing materials, where feasible alternatives exist. In the event that
Trico must use hazardous materials on the worksite or incorporate such materials into the Work,
Trico shall (a) provide the City with copies of all material safety data sheets, (b) use the utmost
care in the use, storage, transportation and disposal of such materials, (c) obtain all necessary
permits and approvals in connection therewith, and (d) at all times fully comply with all applicable
federal, state or local laws in connection with the use, storage, transportation and disposal
thereof.
11. Subcontractors.
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11.1 Selection of Subcontractors. Those portions of the Work that Trico does
not perform with the Trico's own personnel shall be performed under subcontracts or by other
appropriate agreements with Trico (the "Subcontract"). If the City has a reasonable objection to
any subcontractor, Trico shall submit a substitute to whom the City has no reasonable objection,
and the City and Trico will negotiate in good faith to increase or decrease the Contract Sum in
order to reflect any change to the cost of Work resulting from the substitution of a new
subcontractor. The City hereby approves Contra Costa Electric as a subcontractor.
11.2 Payment to Subcontractors. Trico shall pay subcontractors based only on
Work actually completed, shall,make all payments due under each Subcontract at the time those
payments become due, and shall hold the City harmless from any loss on account of Trico's
failure to do so. Neither the City nor Project Manager shall have any obligation to pay or to see
to the payment of any sums so due to any subcontractor.
11.3 Subcontractor Relations. In each Subcontract, Trico shall require each
subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to
Trico by the terms of the Contract Documents, and to assume toward Trico all the obligations and
responsibilities which Trico, by the Contract Documents, assumes toward the City. Each
Subcontract shall (a) preserve and protect the rights of the City and Project Manager under the
Contract Documents with respect to the Work to be performed by the subcontractor so that the
subcontracting thereof will not prejudice such rights, (b) allow the City the benefit of Trico's
rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event
that the City takes over the Work or terminates the Contract as provided hereunder and the City
specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City
to at least fifteen (15) days' written notice from the subcontractor of any default by Trico under
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the Subcontract and provide the City with the right to cure any such default within said fifteen
(15) day period (or, if default is not susceptible of being cured within fifteen days, to commence
curing the same and to continue to take action to do so with diligence until the same is cured),
and (e) specifically provide that the City is an intended third parry beneficiary of such
Subcontract. Trico shall require each subcontractor to enter into similar agreements with its sub
subcontractors. Trico shall make available to each proposed subcontractor, prior to the execution
of the Subcontract, copies of the Contract Documents to which the Subcontractor will be bound
by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of the
proposed Subcontract which may be at variance with the Contract Documents. Each
subcontractor shall similarly make copies of such Contract Documents available to its sub -
subcontractors.
12. Termination of the Contract.
12.1 Right of Termination. This Contract may be terminated by the City or
Trico, with or without cause, upon at least fifteen days written notice to the other party.
12.2 Termination by City Without Cause. In the event of termination by the
City without cause, Trico shall be compensated for all Work performed prior to the date of
delivery of the termination notice, plus compensation for (i) necessary work performed during the
notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily
incurred by Trico directly attributable to termination which could not reasonably have been
avoided and for which Trico 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.
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12.3 Termination by the City for Cause or by Trico without Cause. In the event
that Trico commits a breach of a material condition of this Agreement, the City shall notify Trico
in writing of said breach and if Trico 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 Trico's default. Trico shall be
responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of
the Equipment or Services cancelled from Trico. If this Contract is terminated by the City with
cause, or terminated by Trico without cause, the City shall pay Trico for all Work 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 Trico's default.
12.4 Actions Subsequent to Termination. Following the termination date,
regardless of whether the Agreement is terminated with or without cause, and subject only to the
payments described in Paragraphs 12.2 or 12.3, as applicable, the City shall have no further rights,
duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this
Contract, except for its obligations under Paragraph 12.5 below, Trico shall have no further
rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding
anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5,
7.11, 9, 12.5, 13.1, 14, 16.2, 16.3, and 16.4 shall survive the termination of this Agreement.
12.5 Delivery, of Work Product. Within three (3) business days after any
termination of this Agreement, Trico shall deliver to the City all Work Product (as defined in
Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof,
whether in the possession of Trico or a party engaged by Trico; provided, however, that solely for
its internal auditing purposes, Trico may, at its sole expense, make and retain copies of Work
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Product materials, subject to the confidentiality provisions of Paragraph 14. Trico 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
Trico's duties and activities hereunder.
13. Work Product.
13.1 Work Product Property of Citv. All documents, plans, designs, drawings,
data, databases, studies, reports and other materials, in whatever form or medium, prepared by or
for Trico, its officers, employees, agents and subcontractors in the course of performing the Work
under this Agreement (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 Trico or to any other party. Work
Product materials shall be delivered to City by Trico as they are generated.
13.2 Form of Work Products Work Product produced by Trico 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
impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design
documents shall be in Microsoft Word format.
14. Confidential Information.
14.1 Access to Confidential Information. The City may provide Trico and/or its
subcontractors with, or allow Trico 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
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the City. All such non-public information shall be known as "Confidential Information" and may
not be by Trico for any purpose other than to perform its duties hereunder.
14.2 No Disclosure. Except as expressly permitted by prior written consent of
the City, Trico 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, without the express prior written consent of an
authorized representative of the City. Trico 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 Trico has performed all Work to be
performed pursuant to this Agreement. Trico hereby agrees that such Confidential Information
and any documents provided may be used by Trico and/or its subcontractors only as authorized by
the City. Trico shall include a provision in its agreements with subcontractors that binds the
subcontractors to this non -disclosure requirement.
14.3 Court Ordered Disclosure. Trico 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. Trico 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.
14.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to
any Confidential Information lawfully in Trico's possession prior to its acquisition from the City;
received in good faith from a third party not subject to any confidential obligation to the City; or
that now is or later becomes publicly known through no breach of confidential obligation by Trico
or its subcontractors.
34
01910/0001 104462.1
14.5 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 14.
Trico 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.
15. General Provisions.
15.1 The Contract Documents. The Contract Documents represent the entire
and integrated agreement between the parties hereto, and supersede and replace all prior and
contemporaneous negotiations, representations, discussions, or agreements between the parties
related to the matters set forth in the Contract Documents. Notwithstanding anything to the
contrary in the Contract Documents, any reference in the Proposal to "misc. clarifications and
attachments by Trico and its other subcontractors" shall refer only to documents that are
specifically identified as exhibits to the Proposal or to this Contract, and are attached to the
Proposal or this Contract. Any reference in the Proposal to any clarifications, agreements,
drawings, or documents that are not attached to the Proposal or this Contract shall not be part of
the Contract Documents. The Contract may be amended or modified only by a written
amendment signed by the parties. Nothing contained in the Contract Documents shall create any
contractual relationship between the City or Project Manager and any other party, including any
contractor or subcontractor of Trico.
15.2 Forum Selection. Any action brought relating to this Agreement shall be
brought and held exclusively in a Court in or serving the County of Los Angeles, California.
35
01910/0001 104462.1
15.3 Attorneys' Fees. If either party institutes an action or legal proceeding
arising out of or related to the Contract Documents or the relationship of the parties or their
rights or duties in connection with the matters set forth in the Contract Documents, whether
sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be
entitled to recover from the other party all costs and expenses, including all costs and reasonable
attorneys' fees, in addition to any other remedy awarded by the court.
15.4 Notices. All notices required or permitted by this Contract shall be in
writing and may be delivered in person (by hand or by messenger or courier service) or may be
sent by certified or registered mail, return receipt requested, or by facsimile transmission during
normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery
or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a
manner specified in this Paragraph 15.4 to the recipient as set forth below. If a notice is delivered
on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices
to the parties shall be sent to the addresses set forth below, or such other address as is provided
by one parry to the other in writing.
CITY: THE CITY OF VERNON
Attn: Bruce V. Malkenhorst
City Administrator
4305 Santa Fe Avenue
Vernon, CA 90058-0805
With a copy to:
Project Manager
4305 Santa Fe Avenue
Vernon, CA 90058-0805
TRICO: GALLIERA, INC., dba TRICO CONSTRUCTION
445 Hampshire Street
San Francisco, CA 94110
Attn:
36
01910/0001 104462.1
15.5 Status of Trico. At all times during the term of this Contract, Trico shall
be an independent contractor. Except as the City may specify in writing, Trico shall have no
authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent.
Trico shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to
any obligation whatsoever.
15.6 Insurance. Trico agrees to provide insurance in the amounts and forms
specified in Exhibit E, 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 Agreement.
Trico 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
Agreement. Trico shall not commence performance of its Work under this Agreement until the
above insurance has been obtained and proof of insurance has been filed with and approved by the
City.
15.7 Assignment Prohibited. No party to this Contract may assign any right or
obligation except with the express written consent of the other party; provided, however, that
Trico may enter subcontracts to perform portions of the Work under the terms and conditions of
this Contract, and Trico may by written request assign any right to receive monies earned
hereunder.
15.8 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
37
01910/0001 104462.1
Typed Name:
Title:
By:
Typed Name:
Title:
39
01910/0001 104462.1
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EXHIBIT
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TRICO CONSTRUCTION
445 Hampshire St
San Francisco Ca. 94110
415 850-7045
June 17, 2004 -
City of Vernon
4305 Santa Fe Ave.
Vernon, Ca 90058
Attn: Manny Garcia
Subj: Electrical Interconnect Items 20,80,90,100,110,
120,160,170,180,190
Re: Revised Bid Proposal
Dear Mr. Garcia
Following our proposal of May 4, 2004, COV, issued additional revisions including a full
set of "Specifications for Construction of Vernon Substation Electric Interconnect", and
updated set of drawings with various adds and deducts clarifying the scope of work.
Our electrical subcontractor has exchanged several a -mails with COV regarding
questions that have been clarified. The e-mail and their responses are attached to this
revised proposal and are part of ours and the COV's understanding of how the project is
to proceed in terms of the electrical component.
The COV requested through various meetings that Trico revisit our pricing in an effort to
reduce the budget as a result of the new specifications and drawing revisions that were
issued.
Trico's terms and conditions include all work as specified in your statement of work
pages 1,2, and 3 attached and work per Power Engineering Drawings as listed on the
attached Vernon Substation Upgrade, Phase 1 Drawing list, COV May 25, 2004
specifications for construction, Contra Costa Electric clarifications items 1-17, and
other misc. clarifications and attachments by Trico and is other subcontractors.
Trico proposes to complete the above work for a cost of Two Million Three Hundred .
Eighty Six Five Hundred Seventy Three Dollars and no/100's ($2,386,573.00)
4
I
0
M.
Terms and Conditions:
Option A
Trico proposes to compete this work on a lump sum per the above price.
Option B
Trico proposes to complete this work on a modified GNIP contract basis as follows:
There could be additional savings in General Condition Costs. We have currently
projected 104,000 dollars in general conditions for this 9 month project. There could be
labor savings in the categories of supervision and project management because of
possible time savings and phasing of the project that could save some added costs. Trico
proposed to pass the savings back to the COV.
Attached are Trico's " Contractor's Unit Labor Rates and Costs" Exhibit 1. Trico's rates
will be charged at the cost specified plus 15.% mark up on direct general condition labor
costs.
Schedule
The duration of this work if work continuous would be between 5 and 6 months.
However due to lead time of material supplied by both the contractor and COV the work
schedule will take about 9 month to fully complete.
Clarifications
There is no overtime allowed for this work, special fees, permits by owner, special
inspections are all paid and coordinated by owner. Asbestos abatement, lead or other
hazardous working conditions are not part of this bid. Contra will remove oil from switch
gear provided that COV provides a manifest proving the material is non hazardous.
We and our contractors have included 5 million in General Liability Insurance coverage.
Per our understanding this work is not under the jurisdiction of the CBO or CEC.
Interface and or coordination with the CBO/CEC are not included in this proposal.
Please note Conta Costa Clarifications. Contra's clarifications are applicable to Trico's
portion of the work. Contra will not be entitled to overtime pay if they choose to work
four tens. Contra does provide limited above ground conduit as directed by COV plans.
We did not include survey control points in our quotation as there are none. We plan on
using existing switchyard boundaries from which we will measure for our installations.
Temporary water, power and other to be provided by owner.
COV will provide continuous site security.
Trico understands that COV has in place a SWPPP and as such will monitor the plan.
pTrico will provide plastic to cover piles of dirt as necessary and waddles at boundaries as
required .
During Demolition Trico will only remove old structures to a depth of 3 feet as necessary
to install new foundations.
Note Trico has included an allowance for unloading of material of 15000 dollars. This to,
cover forklifts, small cranes, JLG etc. The allowance will be changed on a time and
material basis plus applicable mark up to COV and is included in the general conditions
of this proposal.
COV will provide storage facility for equipment and material and no cost to Trico
Trico can not handle of accept responsibility for toxic or contaminated materials.
Trico has included a 5000 dollar allowance for survey and staking in the general
conditions in order to comply with section 1050 of the specifications.
Section 01050 3.02 E - states that we will correct minor inconsistencies at no addition
cost to the city. Trico can not fully agree to "no additional cost'. Trico will address.
minor inconsistencies with a reasonable approach.
Trico will obtain Permits , fees and licenses on a time and material basis within the.
boundaries outlined above in General Conditions but the actual cost of permit, fees and
licenses are to be are paid by COV.
01060 3.011) Notices if required are COV responsibility
01410 Testing — Trico will comply with testing requirements on a t and m basis provided
the COV pays the test fee and lab costs. COV may add an allowance of 10000 dollars for
testing as required.
0 15 10- COV to provide temporary utilities
Our quotation includes submittals as required. Retentions to be paid 30 days after
acceptance of completed work by COV.
fl
U
This proposal is good for 30 days from the date of its submission. Note special exception
for both copper and steel. Structural steel and copper wire prices can be held for 30 days
from the date of this proposal.
Very truly yours,
Trico Construction
General Manager, James Bruschera.
Jim SF
From: Phil Gaines [Phil Gaines@emcor rou .
Sent: Tuesday, June 08, 2004 2.04 PM 9 P comj
To: jimb@tricoconstruction.com
Subject: RE: Vernon Substation Clarification
PIC14798.po( PIC15281.pcx
(Embedded image moved to file: is
_____ Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02:03 PM
Phil Gaines
<OSmith@ci.vernon.ca.us>, PR To: "Smith, Otis"
06/07/2004 09:06 Calkins/Contra/EMCORGROUP@EMCORGROUP
`M Noumov/Contra/EMCORGROUP@EMCORGROUP Mike
cc:
Clarification (Document link: Subject: RE: Vernon Substation
Phil Gaines)
Otis,
Thank you for the prompt response. It does raise other questions though. If
YOU could possibly respond today, I will this afternoon. finalize this proposal hopefully
Questions:
1. What is the quanitity of 1000kcmil 15kv terminations that we will be
responsible for? Shall we use the same basic catalog number that was used
for other HV Terms?
2. MY original question involved details that indicated item C54 would be
installed on the riser structure. I assumed at that time that your
intention was to use an uninsulated cable for this application. Is this
Your intention or do you want to use the 1000kcmil 15kv insulated cable?
If so, we might want to consider the costs of term kits for 1000kcmil in
lieu of a bolted and/or a compression connector for a bare cable on the
riser structure.
I apologize if I appear to be confused or it appears
help you engineer this remaining item. I just wanted suretryin
to details were clear before the project starts.
Thank you for your help,
Phil
(Embedded image moved to file: picl5281.pcx)
This message
confidential is for the named person's use only. It may contain
confidentialito Proprietary or legally privileged information. No
YOU receive privilege is waived or lost by any mistransmission. If
I copies of this message in error, please immediately delete it and all
sender_ you from Your system, destroy any hard copies of it and notify the
Print, r
must not, directly or indirectl
COPY any part of this messa a ify, use, disclose, distribute,
o
g You are not the. intended
l 1.
Jim SF
From:
Phil Gaines [Phil_Gaines@emcorgroup.com]
Sent:.
Tuesday, June 08, 2004 2:04 PM
To:
jimb@triaoconstruction.com
Subject:
RE: Vernon Substation Clarification
pic14798.poc p1c15281.poc
(Embedded image moved to file: picl4798.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02:03 PM
Phil Gaines
<OSmith@ci.vernon.ca.us> To: "Smith, Otis"
0-6/07/20,04 11:53 cc:
AM Subject: RE: Vernon Substation
Clarification (Document link:
Phil Gaines)
Otis,
Could you give me a call on my office phone around 1:00pm? We should
probably discuss Drawing E-V40-017-0, Details B & E. I'm terribly sorry, I
still have some questions that I think would be better explained on the
phone.
Thanks,
Phil
I(Embedded image moved to file: picl5281.pcx)
This message is for the named person's use only. It may contain
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confidentiality or privilege is waived or lost by any mistransmission. If
You receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
r:
1
Jim SF
From: Phil Gaines [Phil_Gaines@emcorgroup.com]
Sent: Tuesday, June 08, 2004 2:05 PM
To: jimb@tricoconstruction.com
Subject: RE: Vernon Substation Clarification
(Embedded image moved to file: picl4310.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02:04 PM
"Smith, Otis"
<OSmith@ci.vernon To: 'Phil Gaines'
<Phil_Gaines@emcorgroup.com>
.ca.us> cc:
Subject: RE: Vernon Substation
Clarification
0f/Q71ZOD,f 11:15
AM
Hi Phil,
l
See my answers in red.
City of Vernon Utilities
Otis Smith, P.E.
4305 Santa Fe Ave
Vernon, CA. 90058
Phone: 323 583 8811 X212
-----Original Message -----
From: Phil Gaines [mailto:Phil Gaines@emcorgroup.com]
Sent: Monday, June 07, 2004 9:06 AM
To: Smith, Otis; PR Calkins; Mike Noumov
Subject: RE: Vernon Substation Clarification
Otis,
Thank you for the Prompt response. It does raise other questions though. If
You could possibly respond today, I will finalize this proposal hopefully
this afternoon.
Questions:
1. What is the quanitity of 1000kcmil 15kv terminations that we will be
responsible for? Shall we use the same basic catalog number that was used
for other HV Terms?
feeder to
Six at #1 Bank feeder to MGS(2 per phase), Six at #3 Bank
MGS(2 per phase) and twelve at the MPDCM. Use the same basic
catalog
1
number.
,7
2. My original question involved details that indicated item C54 would be
installed on the riser structure. I assumed at that time that your
intention was to use an uninsulated cable for this application. Is this
your intention or do you want to use the 1000kcmil 15kv insulated 'cable?
If so, we might want to consider the costs of term kits for 1000kcmil in
lieu of a bolted and/or a compression connector for a bare cable on the
riser structure.
The intent is to use insulated cable (1000 MCM) with
terminations
described above.
I apologize if I appear to be confused or it appears that I am trying to
help you engineer this remaining item. I just wanted to make sure all
details were clear before the project starts.
It's OK. I welcome your comments.
Thank you for your help,
Phil
(Embedded image moved to file: picl4310.pcx) << File: picl4310.pcx >>
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
2
Jim SF
Phil Gaines Gaines@emcorgroup.com]
From:
[Phil_
Sent:
Tuesday, June 08, 2004 2:06 PM
To:
jimb@tricoconstruction.com
Subject:
RE: Vernon Substation Clarification
I is
p1c14310.poc
(Embedded image moved to file: picl4310.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02:05 PM
"Smith, Otis"
<OSmith@ci.vernon
<Phil_Gaines@emcorgroup.com>
.ca.us>
Clarification
Hi Phil,
Sorry about the confusion. Detail B- drawing E-40-017 2-6" PVC, EB to
Malburg is part of the 1000 MCM; (2 per phase). The other part is on
drawing
E-V4C-002, cross section N-N (2 per phase). These are the two 6.6 KV MGS
ststion service feeders to the MPDCM.
To: 'Phil Gaines'
cc:
Subject: RE: Vernon Substation
City of Vernon Utilities
Otis Smith, P.E.
4305 Santa Fe Ave
Vernon, CA. 90058
Phone: 323 583 8811 X212
-----Original Message -----
From: Phil Gaines[mailto:Phil_Gaines@emcorgroup.com]
Sent: Thursday, June 03, 2004 5:05 PM
To: osmith@ci.vernon.ca.us
Cc: PR Calkins
Subject: Vernon Substation Clarification
Otis,
I received the revised Bill of Material for the #3 Transformer Bank and I
need a little help on Item #C54 (1000 kcmil copper). I have found only two
details showing where this is being used and I am a little confused with
the increase in quantity to 3500 feet. I must be missing a piece of the
Puzzle, could you clear this up? Please reference Drawing #E-V40-017-0,
Details B&E, at the secondary riser structure.
I hope to have my revised proposal to Trico by Monday (6/7/04).
Thanks,
1
Phil
(Embedded image moved to file: pic14310.pcx)
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission.
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify
sender. You must not, directly or indirectly, use, disclose, distribute
print, or copy any part of this message if.you are not the intended
recipient.
If
the
Jim SF
From: Phil Gaines [Phil_Gaines@emcorgroup.com]
Sent: Tuesday, June 08, 2004 2:06 PM
To: jimb@tricoconstruction.com
Subject: RE: Vernon Substation Clarification
pic14310.pcx
Embedded image moved to file: pic14310.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02:05 PM
"Smith, Otis"
<OSmith@ci.vernon To: 'Phil Gaines'
<Phil_Gaines@emcorgroup.com>
.ca.us> cc:
Subject: RE: Vernon Substation
Clarification
06/07/2004 07:22
AM
Hi Phil,
Sorry about the confusion. Detail B, drawing E-40-017 2-6" PVC, EB to
Malburg is part of the 1000 MCM; (2 per phase). The other part is on
drawing
E-V4C-002, cross section N-N (2 per phase). These are the two 6.6 KV MGS
ststion service feeders to the MPDCM.
City of Vernon Utilities
Otis Smith, P.E.
4305 Santa Fe Ave
Vernon, CA. 90058
Phone: 323 583 8811 X212
-----Original Message-----
From: Phil Gaines [mailto:Phil Gaines @emcorgroup. com]
Sent: Thursday, June 03, 2004 5:05 PM
To: osmith@ci.vernon.ca.us
Cc: PR Calkins
Subject: Vernon Substation Clarification
Otis,
I received the revised Bill of Material for the #3 Transformer Bank and I
need a little help on Item #C54 (1000 kcmil copper). I have found only two
details showing where this is being used and I.am a little confused with
the increase in quantity to 3500 feet. I must be missing a piece of the
Puzzler could you clear this up? Please reference Drawing #E-V40-017-0,
Details B&E, at the secondary riser structure.
I hope to have my revised proposal to Trico by Monday (6/7/04).
Thanks,
1
Phil a moved to file. icl4310. cx)
(Embedded image p p
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
Jim SF
From: Phil Gaines [Phil_Gaines@emcorgroup.com]
Sent: Ta - To: jimb@tricoconstrucbon.com
Subject: Vernon Substation
Jim,
The specifications indicate traffic lids with the manholes. In discussing
this with Utility Vault they indicated that we would likely be 13, in depth
to the bottom of the 9'xl4'x7' manhole. - I'm having them quote a manhole
with a wider hinged cover opening that wouldn't be as deep, and the
standard circular cast iron opening with a 3' neck that would put us at 13,
in depth.
Do you think that Vernon would have preference or for that matter would
you? Or should I just quote the standard?
Phil
(Embedded image moved to fild: picl9589.pcx)
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
Jim SF
From: Phil Gaines [Phil_Gaines@emcorgroup.com]
Sent: Tuesday, June 08, 2004 6:34 PM
To: jimb@tricoconstruction.com
Subject: Vernon Substation
pic22813.poc
Jim,
Still waiting on the quote from Utility Vault. Should have in .the morning
around 10:00am.
Everything is set up and ready to be sent your way as soon as I have their
quote I will send it and call you.
Sorry for the wait! I will forward that manhole e-mail to Otis to se if
they have a preference.
Phil
(Embedded image moved to file: pic22813.pcx)
This message is for the named'person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
1
Jim SF
From: Phil Gaines [Phil Gaines@emcorgroup.com]
Sent: Tuesday, June 08, 2004 6:50 PM
To: osmith@ci.vemon.ca.us
Cc: jimb@tricoconstruction.com
Subject: Vernon Substation
, Wr
pic14310.po( pW6617.po(
Otis,
I originally posed this question to Jim Bruschera when I should have been
directing it to you.
Last question, I promise .................hopefully!
Depending on the type of traffic rated manhole cover that you prefer it may
make a difference in the price. My guess is, that the standard with the 3'
neck and circular cast iron lid would be cheaper, because they may have to
make the hinged cover (they're not sure if they have it as 'a stock item).
My quote is ready with the exception of this, so if you could give me an
answer in the morning I will have this sent to Jim by noon.
I
Thanks,
Phil
(Embedded image moved to file: picl4310.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 06:34 PM
Phil Gaines
To: jimb@tricoconstruction.com
06/08/2004 02:54 cc:
PM Subject: Vernon Substation
Jim,
The specifications indicate traffic lids with the manholes. In discussing
this with Utility Vault they indicated that we would likely be 13, in depth
to the bottom of the 9'xl4'x7' manhole. I'm having them quote a manhole
with a wider hinged cover opening that wouldn't be as deep, and the
standard circular cast iron opening with a 3' neck that would put us at 13'
in depth.
Do you think that Vernon would have preference or for that matter would
YOU? Or should I just quote the standard?
Phil
(Embedded image moved to file: pic06617.pcx)
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
YOU receive this message in error, please immediately delete it and all
copies of it sender. from your system, destroy any hard copies of it and notify the
You must not, directly or indirectly, use, disclose, distribute,
print, or co
reci PY any part of this message if you are not the intended
piint.
i
Phil Gaines [Phil _Gaines@emcorgroup.com]
From: Wednesday, June 09, 2004 11:25 AM
Sent: jimb@tricoconstruction.com
To: Richard Traynor, Mike Noumov; PR Calkins; Roxanne Baird
SuVernonSustation B-1781 Revised
Subject: ( ) Proposal
of
Revised aty of
p1c14310.po(
Vemon 8-1781A ..
Jim,
Please see the attachment below. My apologies for the wait. After receiving
the manhole quote the impact of concrete appears to be significant. In any
case, Vernons changes did not result in the savings that we had discussed
earlier.
We would like to have this resolved with a contract well before the thirty
days that each supplier stipulated in their terms. Our proposal term is
thirty days as well, matching our suppliers.
Call me if you would like to discuss my proposal.
We look forward to working with you. Keep me posted.
Thanks,
Phil
(See attached file: Revised City of Vernon B-1781A 6-09-04 .doc)
(Embedded image moved to file: pic14310.pcx)
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1
Jim SF
From: Phil Gaines [Phil Gaines@emcorgroup.com]
Sent: Tuesday, June 08, 2004 2:02 PM
To: jimb@tricoconstruction.com
Subjedt: Vernon Substation Clarification
(Embedded image moved to file: pic06617.pcx)
----- Forwarded by Phil Gaines/Contra/EMCORGROUP on 06/08/2004 02.:01 PM
.Phil Gaines
To: osmith@ci.vernon.ca.us
06/03/2004 05:05 cc: PR
Calkins/Contra/EMCORGROUP@EMCORGROUP
PM Subject: Vernon Substation Clarification
Otis,
I received the revised Bill of Material for the #3 Transformer Bank and I
need a little help on Item #C54 (1000 kcmil copper). I have found only two
details showing where this is being used and I am a little confused with
the increase in quantity to 3500 feet. I must be missing a piece of the
puzzle, could you clear this up? Please reference Drawing #E-V40-017-0,
Details B&E, at. the secondary riser structure.
I hope to have my revised proposal to Trico by Monday (6/7/04).
Thanks,
Phil
(Embedded image moved to file: pic22813.pcx)
This message is for the named person's use only. It may contain
confidential, proprietary or legally privileged information. No
confidentiality or privilege is waived or lost by any mistransmission. If
you receive this message in error, please immediately delete it and all
copies of it from your system, destroy any hard copies of it and notify the
sender. You must not, directly or indirectly, use, disclose, distribute,
print, or copy any part of this message if you are not the intended
recipient.
I
F
I
I
1
recipient.
i
a 'X t-42Je-iT 1
CONTRACTOR'S UNIT LABOR R.-kTES AND COSTS
The following is Contractor's detailed description of the costs for the Project. The purpose is to
ensure timeliness, quality fairness of budget, scope, change pricing, value engineering and shared
savings.
I. cost or the Work: Subject to the GIMP and the exclusions of section 11 below, Contractor shall
be reimbursed for the following costs necessarily incurred in the proper performance of the Work
and paid or payable by Contractor. Such costs shall be reimbursed at rates identified.
a) Labor Rates and material Cost of Work Performed by Contractor.
Wages paid for labor in the direct employment of Contractor.(field labor,
administrative operational support labor and shop fabrication labor) necessary
for the performance of the Work pursuant to actual wage expenses. This.
schedule shall conform with applicable collective bargaining agreements and
shall include such welfare, small tools, safety programs and other such benefits,
if any, as may be payable and outlined in our monthly job summary capense
reports. The cost of contributions, assessment or taxes incurred during -the
performance of the Work for such items as unemployment compensation and
social security, insofar as such is based on wages, salaries or other remuneration
paid to Contractor's employees and are included as a cost.
Unit Labor Rates: The.following labor rates shall be firm for the duration of the
Work. They include fringes, taxes, insurance and labor burden. (0verhead and
profit are not included in these rates.)
The following are the hourly labor rates for classifications for the
undersigned, which do not include any overhead and profit as defined above.
q
t
I
Sr. Project Manager 85.00 /hr
Superintendent
82.00 /hr
Project Manger
67.00 /hr
QA/QC
54.00 /hr
Safety Coordinator
59.00 /hr
Secretary/Clerical
38.00 /hr
Scheduler
65.00 /hr
Purchasing Agent
Engineering
Cost as applies
Sr. Construction Mgr
95.00 /hr
58.00 /hr
Pick Up Truck Rental Cal Trans Rate Per Hr.
2 Indirect charges usually charged by Contractor to the Project in its normal
course of business, including a 20% shop labor charge (fabrication) for use
of the facilities anddshop equipment.
3. The cost of all materials, supplies and equipment incorporated in the Work,
including costs of transportation thereof, provided, however, that all trade
discounts, rebates, refunds and amounts received from sales of surplus
materials and equipment shall accrue to City and Contractor shall make
provisions so that they can be secured.
\ `; r•gve ty City .3 Co. -.I t173 � �3�i D Ir. dL'� Crti3 �C�
b) Paym n is to C:,mractar: Pay rn jts
with the terns of the Contract.
c) Cost of General Requirements: Reimbursement to Contractor shall follow the .
"General Requirements% unless otherw-i se. agreed by City, in writing.
1. Salaries of Contractor's personnel, in whatever capacity employed and
salaries of Contractor's per when engaged in expediting the
production or transport-arion of materials or equipment. The actual salaries
shall be charged to the Project in proportion to the time spent on any of
these activitie3.
2. The cost of _ contributions, assessments or taxes incurred during the
performance of the Work for. such items,as unemployment compensation
and social security. insofar as such cost is based on acetral vt a;e� salaries or
other remuneration. paid to employees of Contractor as outlined above.
the portion of reasonable travel
and subsistence expenses of Contractor's personnel incurred while traveling
from -the Project in discharge of duties connected with the Fork. These
expenses shall be based upon actual automobile allo%%Ines, toll charges,
gasoline expenses or at a ra,en
for
for and aactual reasonablehpcgCdiem, for meals
ei)and
use of personal automobi
lodging.
4. The actual cost (net including all trade discounts) including transportation
and necessary maintenance of all materials,. supplies, equipmein, tealporary
facilities and hand tools- not owned-by-tfie workers a.*hich are consumed in
the performance of the %York, and the cost less salvage of such items used
but not consumed -Chat remain the property of Contractor.
5. The rental charges of all necessary, machinery-and-equiputent, exclusive of
hand tools, used at the Project site, whether owned by Contractor or rented
by Contractor -from others, including installation of mainte ncc,
ntlin removal of transportation and delivery costs thereof, prodded
�disma g,
that the rental rates for equipment shall not exceed the rate at which similar
equipment is available for rental in Southern California. Equipment owned
by Contractor,-or'any affiliate of Contractor, sluJL be considered`a lob
be reimbursed in accordance with NICa rental values.
expenses and shall
6. The cost of premiums for performance and payment bonds which Contractor
has �urchased and mainta'rttedpursuant to the Contract.
7. Minor expenses such as telephone, cell phones and- facsi. iles from
Contractor's site office; telephone service at the site,,expressage, and similar
petty cash items in connection with the Work
I
S. As directed by the City, the costs directly incurred due to an emergency
affecting the safety of persons and property not caused by thz negligence
of Contractor or any Subcontractor.
9. If riot otherwise furnished by the. City, the cost_ of rental of temporary
portab!e buildings and toilets as required. The cost of ut jities, *ice, water
containers, cups, fire extinguishers, first aid supplies, safety equipment,
street and sidewalk -rental, off -site storage .space or facilities and progress
photographs. J
r
10. All reasonable and. necessary costs and expenditures necessary for the
operation of the field office, such as stationary, supplies, furniture, fixtures
office equipment.
11. Usual vacation pay and other benefits made by Contractor to its
employees engaged on the Workhe Project site, to the extent to which
such payments relate to the Fork.. '
12. The cost of insurance premiums deemed by Contractor to be necessary in
the normal pursuit of Contractor's activities with respect to the Project.
13. The sales, use, gross receipts, or similar, taxes impofed by any
governmental authority and related to tee and for which Contractor
is liable.
d) Other -Costs:
1. As directed by the City, costs incurred in performing any repair or remedial
Work which is.not due to Contractor's negligence or breach of any of the
Contract terms, covered by insurance, up to the amount equal to the
deductible under the applicable policy, except to the extent that such costs
could be excluded by Section II.
2. Any other costs incurred in the performance of the Work, if and to the_extent
approved in writing by the City in accordance with the terms of the
Contract.
3. Permit fees (excluding licenses required by Contractor's general business
operations); royalties or damages for infringement of patents osts of
defending suits therefore, to the extent that such damages or costs anie our
of the specifications of the architect of record or Contractor and such
infringement is unknown by Contractor and could not have been discovered
by Contractor in the course of performing its review of design documents
prior to entering into this Contract (the GNIP shall be increased to cover
such costs); and deposits lost for causes other than Supplier's negligence.
{ The cost of purchasing sT:01 tools not m%ned by Contractor's employees but
used by them in performing the Work is included in the indirect charges
indicated in Section I.
5. Whenever the phrases "at the subcontractor's expense". "at no additional
cost", "Subcontractor sha11 pay or other similar phrases indicating.that the
cost of performing a particular item of Awk under this agreement is to be.
borne by Contractor, they shall, unless othemise specifically stated, mean
that the cost of the item referred to shall be a cost of the Work subject to and
included in tl�e MO.
•
EXHIBIT B
CITY'S SPECIFICATIONS FOR CONSTRUCTION OF VERNON
SUBSTATION ELECTRICAL INTERCONNECT DATED JUKE 2, 2004
(TO BE SUPPLIED)
EXHIBIT B
EXHIBIT
C
'1
Contra Costa Electric
An EMCOR Company
June 9, 2004
Trico Construction
2650 Leonis Blvd.
Vernon, CA 90068
Attention: Mr, Jim Bruschera
Project Manager
Reference: Vernon Substation Upgrade
CCE Estimate # B-1781
Revised Proposal
Contra cow ,-hr
32M8 Landco Drive
Bakersfield. CA M"
Ph, 661.322.4= • Fax 661.322.4=
We are please to submit the enclosed Lump Sum Price for the City of Vernon, Vernon Substation
Upgrade. Our price is based on the Drawings, Bill of Materials and written Scope of Work distributed after
the bid walk. CCE has included materials, labor, equipment, insurance, and tax. We have not included
performance and payment bond in our price, but it is available for $ 6.90 per thousand dollars of contract
price. Our price is good for thirty days after receipt.
Our Lump Sum Price:
Alternate 69kv Terms:
$1,641,000.00
($ 39,385.00) (Optional Deduct)
ITEM
MAT $
EQUIPILABOR
$
Item 20 #3 Bank Upgrade
$141 053.00
$ 88 942.00
Item 80 66kV Switchrack Ext
$156 695.00
$288 807.00
Item 90 66W UG Crkt Rck to Bnk
$ 65 083.00
$ 91 393.00
Item 100 66kV UG Crkt Rck -
GSU
$ 96 984.00
$ 54 109.00
Item 110 6.6 UG Ckrt XFMR-
PDCM -
$ 58,677.00
$ 62,817.00
Item 120 Switch ear Upgrade
$ 31 089.00
$132,736.00
Item 160 DB Switchyard to MH#2
$ 8,285.00
$ 18,346.00
Item 170 Tie Ckrt Switch ears
$133,966.00
$100,355.00
Item 180 Install ISO MTR PNL
$ 1,409.00
$ 3,382.00
Item 190 Emergency Pnl Mtr
$ 2,306.00
$ 4,566.00
TOTAL $695,547.001 $845,453.00
Clarifications:
1. CCE will furnish all materials shown on the Blll's of Material's and those items listed in the scope of
work as contractor supplied. Conductor/wire prices are based on the current copper market value, due to
the present volatility of copper pricing we reserve the right to adjust our contract price to reflect any
increase in conductor/wire costs.
2. North and South 66kV Operating Bus overhead conductors will be furnished and installed by CCE. All
other 66kV overhead conductors at the 66kV switch rack will be installed by others.
3. At No. 3 Bank we will install all overhead conductors. The 66kV overhead be to the No. 3 Bank
position, -will be installed by others.
4. CCE will remove existing and install new owner furnished 1250 KCMIL cable between the 66kV bank
positions and the No. 1 & 2 transformer bank. CCE will install owner furnished 1250 KCMIL between
66kV Switch Rack and GSU Transformers. As per our conversation with Otis Smith with the City of
Vernon, the 1250kcmil terminations at Banks #:1 &2 will remain, thus changing the quantity of terminations
we will be supplying from 30 to 24. Due to the possibility of latent conditions in dealing with the removal
and re -installation of the existing 1250kcmil 169kv cable, Contra Costa Electric will not be held liable for
damage due to aging of cable, unknown debris or existing damage within the conduit system.
5. CCE will furnish other overhead conductors and connectors listed on the bill of
material.
6. Materials furnished but not installed by CCE will be transmitted upon arrival to the owner for custody
and keeping.
7.Others will furnish and install aboveground conduits, junction boxes and cabinets.
8. We have excluded all civil work, ie; excavation, backfill, compaction, rebar, concrete, and foundation
designs.
9.Our price includes no acceleration, shift work or overtime costs, and is based on a 4-10's schedule of a
reasonable duration.
10. Contract Documents were not furnished, we reserve the right to review terms and conditions.
11. The City will furnish as -built drawings locating existing underground utilities and related structures.
12. Survey control points and elevations will be established by others.
13. CCE will remove and replace existing 7.2 kV switchgear and set new 7.2W switchgear.
Disposal/salvage of said equipment will be by others, CCE will place switchgear in on site dumpsters
provided by others.
14. We have no provisions for handling any contaminated soil or other hazardous materials.
15. We have excluded any demolition of concrete.
16. We have excluded all permits and/or fees related to this project.
17. We have included $5 million General Liability Insurance Coverage Policy.
We look forward to explaining in greater detail how Contra Costa Electric can be your solution on this
project.
Sincerely,
Contra Costa Electric, Inc.
Richard M. Traynor
Vice President and General Manager- Bakersfield
s 11 m
EXHIBIT D
CONSTRUCTION PROGRESS SCHEDULE
(TO BE SUPPLIED)
EXHIBIT D
EXHIBIT
0
. 1 f V ,
EXHIBIT E
INSURANCE SCHEDULE
Trico 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
H. 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 Tricos
$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 Liabilitv
$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.
City will not accept the above proofs of insurance when certified by an insurance agent or broker.
EMIT "B"
019100001 104462.1