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Resolution No. 85481 2 3 4 5 6 FA 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8548 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR THE MALBURG GENERATING STATION PROJECT WHEREAS, the City of Vernon ("City") is constructing a 134 MW Combined Cycle Power Plant, the Malburg Generating Station (the "Malburg Project"), for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City's inhabitants; and WHEREAS, on July 16, 2003, the City Council of the City of Vernon adopted Resolution No. 8252 with the intention of expediting thej purchase of supplies and services for the Malburg Project; and WHEREAS, the City has determined that it needs the services of an electrical engineering firm to perform Phase 4 of an upgrade to the Vernon Substation in order to minimize damage to personnel, (systems, and equipment in the event of a system fault (hereinafter Ireferred to as the "Relay Protection Program Phase 4") at the Malburg JProject; and WHEREAS, Palsons Electrical Engineering Services, Inc. ("Palsons") submitted a proposal dated September 13, 2004, to provide (services relating to the Relay Protection Program Phase 4; and WHEREAS, Palsons has provided services to Vernon in the past (relating to other phases of the Relay Protection Program for the Malburg Project; and WHEREAS, the City has determined that Palsons possesses the x } t ,y L 1 technical knowledge and expertise to furnish the Relay Protection 2 Program Phase 4 services to facilitate the Malburg Project; and 3 WHEREAS, on October 6, 2004, the Finance Committee considered 4 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated 5 September 29, 2004, that an agreement with Palsons be approved and 6 executed; and 7 WHEREAS, the City Council of the City of Vernon has 8 determined that, pursuant to the provisions of subsection (a) of 9 Section 2.27 of the Vernon City Code, it is in the public interest and 10 necessity to enter into an agreement with Palsons. 11 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 12 CITY OF VERNON AS FOLLOWS: 13 SECTION 1: The City Council of the City of Vernon hereby 14 finds and determines that the recitals contained hereinabove are true 15 and correct. 16 SECTION 2: The City Council of the City of Vernon hereby 17 approves the Equipment Purchase and Professional Services Contract 18 with Palsons, a copy of which is attached hereto as Exhibit A and 19 incorporated by reference. 20 SECTION 3: The City Council of the City of Vernon hereby 21 authorizes the Mayor and the City Clerk to execute said Contract for, 22 and on behalf of, the City of Vernon. 23 SECTION 4: The City Council of the City of Vernon hereby 24 directs the City Clerk, or his designee, to send one fully executed 25 Contract to: 26 Palsons Electrical Engineering Services, Inc. 27 Attn. Charles Palencia, P.E. 7372 Walnut Avenue, Unit "C" 28 Buena Park, CA 90620 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of October, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk LE9NIS C. NALBUR6, Mayor - 3 - • �e i s i s. . �► 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8548, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, October 6, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT V1, 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 6`h day of October, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. (hereinafter referred to as "Palsons") 7372 Walnut Ave., Unit "C" Buena Park, CA 90620 RECITALS WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50`h Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements and all other applicable laws and regulations; and WHEREAS, the Malburg Project team has determined that it is the best interest of the Malburg Project to retain the services of an electrical engineering firm for Phase 4 of an upgrade to the Vernon Substation ("VS") in order to minimize damage to personnel, systems, and equipment in the event of a system fault; and WHEREAS, the upgrade (hereinafter referred to as "Relay Protection Program Phase 4") will require the electrical engineering firm to (1) design, build, deliver, install, wire, program, test, perform protection analysis, and assist in the start-up of the Equipment (as defined below) and provide other services as required in connection with the installation of panels 7-11 and 14-23; (2) provide complete documentation and as built drawings; (3) provide any additional - 1 - services required to protect the VS #2 66/7.2kv Transformer Bank, the #2 Sec 7.2kv Buses and related distribution and generation equipment; (4) provide power quality metering and power metering for each feeder so that power quality problems encountered by customers can be analyzed without having to install temporary metering; and (5) provide all other services described in Exhibit "A" hereto (collectively, the "Services"); and WHEREAS, there are a limited number of companies that have the expertise required to install the Relay Protection Program Phase 4 (which includes applying, designing, and building systems based on the devices currently used by the City, which requires in-depth knowledge of design, panel construction, testing, programming, and protection analysis of the computer based protection systems); and WHEREAS, Palsons has the required expertise, and has bid the work at a competitive price; and WHEREAS, Palsons is required, under this Contract, to design, build, test, program, perform protection analysis, and assist with start up, so that there is one party responsible for the entire Project (as defined below); and WHEREAS, Palsons has prepared a proposal dated September 13, 2004 (the "Proposal") to provide the VS #2 Bus Differential Protection; VS#2 Section, 7.2kv Distribution Feeder Protection; VS 66kv Line High Speed Backup Protection; MGS #1, 2, and 3 Generator, GSUs and Intertie Protection; VS #1 Bus Differential Protection; VS#2 Section, 7.2kv Distribution Feeder Protection; and MGS Step Up Transformer Banks #1, #2, and #3, MGS Spare and VS#3 Bank Transformer Data Acquisition System, including labor and materials for the specifications attached thereto, in an amount not to exceed $692,403.40, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, for clarification purposes, all of the materials and equipment described in the attached Exhibit "A" shall hereafter be collectively referred to as the "Equipment;" and WHEREAS, Palsons represents that it is qualified and capable of furnishing the - 2 - labor, materials, and expertise necessary to furnish the Equipment and to perform the Services that the City requires as set forth herein and the Proposal, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Palsons to provide for the Services and Equipment necessary for the Relay Protection Program Phase 4. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. Scope of Services. Palsons shall provide to the City the Services and Equipment, as defined above, and as described in detail in each of the Proposals attached hereto as Exhibit "A", and as otherwise set forth'in this Contract. If any of the Services or Equipment is not acceptable to the City, Palsons shall promptly reperform such Services or repair or replace such Equipment without cost or expense to the City. In the event of a conflict between the Proposal and this Contract, the terms of this Contract shall prevail. 1.1 Authority and Communications. All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws. 1.2 Palsons' Obligations. Palsons has represented to the City that it is qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary contained in this Contract, the City and Palsons agree and acknowledge that the City is entering into this Contract in reliance on Palsons' special and unique abilities with respect to performing the Services. Palsons accepts the relationship of trust and confidence established between it and the City by this Contract. Palsons shall use its best efforts, skill, judgment and abilities to further — 3 — W the interests of the City in accordance with the City's requirements and procedures. In that connection, Palsons represents, covenants and agrees as follows: 1.2.1 All Services performed, documents prepared, and Equipment provided by Palsons will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects. 1.2.2 The Services shall be performed using the degree of skill and judgment and shall be of the standard and quality which prevail among recognized professional engineers who provide electrical engineering services for similar projects throughout the United States. 1.2.3 Palsons' duties as set forth herein shall at no time be in any way diminished by reason of any approval by the City, nor shall Palsons be released from any liability by reason of such approval by the City, it being understood that the City at all times is relying upon Palsons' skills and knowledge. 1.2.4 Palsons shall furnish the Services in an efficient, expeditious and economical manner consistent with the interests of the City. 1.2.5 Palsons is authorized to do business in California and properly licensed and registered by all necessary governmental and public and quasi -public authorities having jurisdiction over it and over the Services and the Project. 1.2.6 Palsons has visited the site of the Project and is familiar with the local and special conditions under which the Services are to be performed. 1.2.7 Palsons possesses the necessary level of experience and expertise in projects of the size, complexity and nature of this Project, and it will perform the Services with an appropriate level of care, skill and diligence. - 4 - 1.2.8 The Equipment shall be new, free from defects, comply with the specifications set forth in Exhibit "A," and be of good quality and merchantability, and fit for their intended purposes. The foregoing representations shall survive any termination of this Contract and final completion of the Project and are in addition to, and not in lieu of, any and all other liability imposed upon Palsons by law with respect to Palsons' duties, obligations and performance hereunder. 2. Time of Performance. The performance of the Services by Palsons, as identified herein, shall commence and be completed as follows: 2.1 Time Schedule. The Equipment, more specifically, Panels 14, 15, 16, 19, 20, 22, and 23, described in the Proposal are to be delivered on or before February 1, 2005, and the Services described in the Proposal are to commence on November 1, 2004, or issuance of written authorization to proceed. Panels 17, 18, and 21 are to be delivered on or before October 1, 2005. Services as to Panels 17, 18, and 21 as described in the Proposal shall be completed not later than December 1, 2005. Services required for the Proposal shall not be considered complete until the testing has been completed and the documentation has been received, and each has been approved by City. 2.2 Inability to Meet Time Schedule. If the Proposal is not completed within the above -described time period, the City shall have the option of canceling this Contract in order to proceed with the purchase of Equipment and provision of Services from another vendor. The anticipated completion date of Palsons' Services may also be extended, at the City's sole discretion, for an additional thirty (30) days, or such other time as the parties may agree in order to complete the Services specified in the Proposal - 5 - 3. Testing. Palsons shall begin testing the Equipment described in the Proposal promptly after the completion of the installation described in the Proposal.. City's acceptance of the Equipment shall be contingent upon the City's verification of the test results. City reserves the right to test any and all Equipment, regardless of the results of Palsons' testing. In the event that the test results obtained by either Palsons or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Palsons shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the Proposal or the entire Project, and obtaining another vendor to complete the Relay Protection Program Phase 4, in which event Palsons shall be deemed to be in default hereunder. Palsons shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any damage caused to the City's existing equipment and the VS by the installation or use of defective Equipment or Services provided by Palsons. 4. Price. 4.1 Price for Proposals. As full and complete compensation for all Services and Equipment provided by Palsons and its agents and subcontractors, if any, for a Proposal, the City shall compensate Palsons in the amount set forth in the applicable Proposal. The total amount to be paid to Palsons for the Equipment and Services performed for the Project shall not exceed the sum of Six Hundred Ninety -Two Thousand Four Hundred Three Dollars and FortyCents ($692,403.40) (the "Maximum Cost") as described in more detail in the attached Proposal. Except for authorized Change Orders signed by the City, the City is under no - 6 - obligation to compensate Palsons for Services, Equipment, or fees incurred under this Contract in excess of the Maximum Cost. 4.2 Additional Services/Change Orders. City reserves the right to request changes in the Services, Equipment, design, delivery dates, or additions to or deletions from the Proposals. Modifications to Exhibit "A" (whether of Equipment or Services) are referred to as the "Additional Services", and may be made only by a Change Order signed by an authorized representative of the City. If the City requests Additional Services, Palsons shall prepare a proposal specifying a fixed fee adjustment to compensation and, if necessary, an adjustment to the time schedule for the requested modification. If Palsons believes Additional Services are appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment to compensation and adjustment to the time schedule before proceeding with the Additional Services. Palsons shall immediately identify (by written notice to the City) any work requested by the City which Palsons believes to be outside the scope of Exhibit "A," and such notice shall include a proposal specifying the fixed fee adjustment to compensation and schedule. Change Orders shall be effective on receipt of the executed fax copies with originals to follow thereafter as soon as possible, with the City to keep originals on file. Each Change Order shall set forth a commercially reasonable fixed fee. The fixed fee for each Change Order shall reflect the most expeditious and economical means of achieving the task consistent with the interests of the City. The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement of the work; provided, however, that if the parties are not able to reach agreement on the fee, Palsons shall provide the Additional Services pursuant to the City's written request, and payment shall be governed by the terms of Paragraph 4.3 of this Contract. 7 - 4.3 The City's Directive/Notice of Intent to File Claim. If the parties cannot agree whether or to what extent the modification justifies adjustments to compensation or schedule, Palsons shall nonetheless timely perform the modified Services, on the written direction of the City's Representative ("the City's Directive"), and Palsons shall submit a written "Notice of Intent to File Claim." The written Notice of Intent to File Claim shall reasonably detail the amount of and basis for adjustment to the compensation and schedule and shall be submitted to the City (if at all) prior to commencing performance of the modified Services. If the notice is timely given, Palsons shall keep and submit to the City on a daily basis a complete breakdown of all costs incurred for the modified Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and copies of all invoices and delivery tickets for materials used. Palsons' failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable evidence that no adjustment to compensation or schedule is due for the modified Services. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a duly executed Change Order or City's Directive. 5. Payment Terms. 5.1 Initial Pant. Following execution of this Contract, the City will issue one or more purchase orders for the Proposal described herein. City agrees to pay Palsons fifty percent (50%) of the price of the Proposal identified in the purchase order upon the issuance of the purchase order. Issuance of a purchase order for the Proposal and the initial 50% payment shall be based only on the specific Services identified in the purchase order. - 8 - 5.2 Final Payment. The remaining fifty percent (50%) of the price stipulated in the purchase order for the Proposal shall be paid within thirty (30) days after the City's receipt, testing, and approval of the. Services, Equipment, and required documentation, and the City's receipt of an invoice from Palsons. The form of invoice to be used by Palsons shall include a description of the Equipment delivered and installed and the Services performed and shall be in form reasonably acceptable to the City. 5.3 Additional Services. Any billings for Additional Services must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 5.4 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Palsons if Palsons is in default of any of its obligations under this Contract; any portion of the Equipment or Services are defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Equipment or Services that are acceptable to the City); the required documentation has not been provided; or Palsons has failed to make payments promptly to consultants or other third parties used in connection with the Equipment or Services for which the City has made payment to Palsons. 5.5 Payments and Records. Palsons shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 6. Liens. Palsons agrees to keep the City and the Project free and clear of all Liens (as defined below) arising from this Contract. Palsons shall immediately discharge, bond over or otherwise cause to be removed, any lien, claim, stop notice or other encumbrance made, recorded, or filed in connection with the Services or any work performed or materials provided - 9 - by Palsons' subcontractors, material suppliers, employees, agents, and other persons engaged by Palsons (collectively, "Liens") and shall defend, indemnify and hold the City and its affiliates, and its agents, employees, directors, and officers harmless from all claims, liabilities, damages, losses, costs or expenses (including without limitation attorneys' and experts' fees and costs) incurred in connection with any Liens. If any Lien is filed, the City shall have the right to withhold payment from Palsons to the extent necessary to protect the City from any such liability, damage, cost or expense until the Lien has been removed or bonded against. 7. Cancellation/Default. 7.1 Riaht of Termination. This Contract may be terminated by the City or Palsons, with or without cause, upon at least fifteen days written notice to the other party. - 7.2 Termination Expenses. In the event of termination by the City without cause, Palsons shall be compensated for all Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Palsons directly attributable to termination which could not reasonably have been avoided and for which Palsons is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 7.3 Termination by the City for Cause or by Palsons without Cause In the event that Palsons commits a breach of a material condition of this Contract, the City shall notify Palsons in writing of said breach and if Palsons has not cured or begun reasonable efforts to cure after fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract for cause based on Palsons' default. Palsons - 10 - shall be responsible for any direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment or Services cancelled from Palsons. If this Contract is terminated by the City with cause, or terminated by Palsons without cause, the City shall pay Palsons for all Services performed prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Palsons' default. 7.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 7.2 and 7.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 7.5 below, Palsons shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 1.2, 7.5, 8.1, 9, 10, 12, 13, 14, 15.3, and 15.10 shall survive the termination of this Contract. 7.5 Delivery of Work Product. Within three (3) business days after any termination of this Contract, Palsons shall deliver to the City all Work Product (as defined in Paragraph 8.1) pertaining to this Contract or to the Project and any and all copies thereof, whether in the possession of Palsons or a party engaged by Palsons; provided, however, that solely for its internal auditing purposes, Palsons may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 9. Palsons shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Palsons' duties and activities hereunder. 8. Products of Professional Services. 8.1 Work Product. All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Palsons, its officers, employees, agents and subcontractors in the course of performing the Services under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Palsons or to any other party. Work Product materials shall be delivered to City by Palsons as they are generated. 8.2 Form of Work Product. Work Product produced by Palsons shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner. Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design documents shall be in Microsoft Word format. 8.3 Skills of Palsons. City has relied upon the professional training and ability of Palsons to perform the Services hereunder as a material inducement to enter into this Contract. Palsons shall therefore provide properly skilled professional and technical personnel to perform all Services under this Contract. All work performed by Palsons under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals in Palsons' field of expertise. 8.4 Personnel. Palsons shall minimize changes to its key project personnel. The City shall have the right to request reasonable Project personnel changes and to review and reasonably approve Project personnel changes proposed by Palsons. - 12 - 9. Confidential Information. 9.1 Access to Confidential Information. City may provide Palsons and/or its subcontractors with, or allow Palsons access to, certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by Palsons for any purpose other than to perform its duties hereunder. 9.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Palsons and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of the City. Palsons and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Palsons has performed all Services to be performed pursuant to this Contract. Palsons hereby agrees that such Confidential Information and any documents provided may be used by Palsons and/or its subcontractors only as authorized by the City. Palsons shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. 9.3 Court Ordered Disclosure. Palsons shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. Palsons may only - 13 - disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 9.4 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 9. Palsons acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 10. Warranties. Palsons warrants title to the Equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance. Palsons also warrants that the Equipment will be delivered new and shall be free from defects in material and workmanship. The City will receive a commercially reasonable manufacturer's warranty, a one (1) year incidental material warranty and a one (1) year labor warranty from Palsons. Palsons' warranties on material and labor will begin upon completion of the testing and the City's written acceptance of the Project. In addition, all manufacturers' warranties, and any other warranties made applicable by law, shall apply to City's purchase of the materials and labor provided by Palsons. 11. Compliance with Laws. Palsons shall strictly observe and comply with all applicable federal, state, and local laws, ordinances and regulations governing the Services provided under this Contract. 12. Governing Law. The validity, interpretation and performance of this Contract shall be controlled and construed under the laws of the State of California. - 14 - 13. Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a State Court in the County of Los Angeles, California. sent to: 14. Notices. Notices to the parties, unless otherwise requested in writing, shall be CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 PALSONS: PALSONS ELECTRICAL ENGINEERING SERVICES, INC. Attn: Charles Palencia 7372 Walnut Avenue, Unit "C" Buena Park, CA 90620 15. General Provisions. 15.1 Independent Contractor. At all times during the term of this Contract, Palsons shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Palsons only insofar as the results of Palsons' Services rendered pursuant to this Contract; however, the City shall not have the right to control the means by which Palsons accomplishes services rendered pursuant to the Contract except to the extent that such services involve the use of City property or Confidential Information. 15.2 Palsons Not Agent. Except as the City may specify in writing, Palsons shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Palsons shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 15.3 Indemnification. Palsons shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and all - 15 claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection. therewith, including reasonable attorney's fees and costs of defense, arising out of or attributable to the negligent or wrongful acts of Palsons or its subcontractors, employees or agents in the performance of Services or delivery and installation of Equipment under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Contract. 15.4 Insurance. Palsons agrees to provide insurance in the amounts and forms specified in Exhibit `B," which is attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor used in the performance of this Contract. Palsons shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. Palsons shall not commence performance of its services under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 15.5 Assignment and Subcontracting Prohibited. No party to this Contract may assign or subcontract any right or obligation except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Contract shall be void and of no effect. 15.6 Entire Agreement. This Contract constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreement and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been - 16 - 3 made in connection with the subject matter hereof All exhibits are incorporated by reference. Palsons represents that in entering into this Contract it has not relied on any previous representations or understandings of any kind or nature. 15.7 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 15.8 Time of the Essence. Time is of the essence in the performance of this Contract and of each and every provision hereof. 15.9 Risk of Loss. Risk of loss or damage shall pass to the City upon completion of installation of all Equipment, testing, and written acceptance by the City. 15.10 Attorneys' Fees. In the event of any action or proceeding by either party arising out of this Contract, whether sounding in tort, contract or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party reasonable attorneys' fees and costs, whether or not such action or proceeding is pursued to a final judgment, in addition to any other relief rewarded by the Court. 15.11 Benefit of Contract. This Contract shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. 15.12 Waiver. The waiver by the City of any breach or breaches hereof shall not be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. Any waiver at any time by either party of its rights with respect to a default under this Contract, or - 17 - with respect to any other matters arising in connection with this Contract, shall not be deemed a waiver with respect to subsequent default or other matter. 15.13 Amendment. All changes or modifications to this Contract shall be in writing stating that it is an amendment to this Contract and shall be signed by both parties or their duly authorized agents. This Contract shall not be modified through course of dealing, usage or trade. 15.14 Force Majeure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Contract by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 18 - IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: By: Bruce V. Malkenhorst, City Administrator APPROVED AS TO FORM Eric T. Fresch, City Attorney - 19 - CITY OF VERNON Leonis C. Malburg, Mayor PALSONS ELECTRIC COMPANY By: Typed Name: Title: By: Typed Name: Title: EXHIBIT 0 PALSONS ELECTRICAL ENGINEERING SERVICES, INC. CONSULTING • DESIGN • CONSTRUCTION • TESTING 7372 Walnut Ave. UnItt'C, Buena Park, CA 90620.714.523.5927 • FAX 714.5232166 • EMAIL- Palsom99@aol.com September 13, 2004 Otis Smith City of Vernon Utilities 4305 Santa Fe Ave. , Vernon, Ca. 90058 Herewith is our price and proposal to provide labor and materials for projects 4-10, as described m your RFQ. (4) Vernon Sub #2 bus Differential protection Project Price (I panel) : $37,148.48 (5) Vernon Substation #2 Section, 7.2 KV Distribution Feeder Protection 3 Panels consisting of: Panel 1 of 3-Vemon Sub feeder numbers 17, 18, 19 and 20 Panel 2 of 3-Vernon Sub feeder #6 Aux Bank, #7 Aux Bank, Main Tie breaker and Reserve Tie Breaker Panel 3 of 3-Vernon Sub feeder numbers #2 section - #1 section bus connection, #5 J & H diesel generator and H Gonzales #1 and #2 gas turbines Project price (3 panels): $129,437.45 (6) Vernon Substation 66 KV Line High Speed Backup Protection Panel I of I- High speed back up protection for the line differential relays: Project Price (1 panel): $62,042.12 • (7) MGS #1,2,3 Generator, GSUs & Intertie Protection (three identical panels) Specifications . 3 Panels consisting of: Panel 1 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL311C Distance Protection, SEL451 Backup Overcurrent Protection Panel 2 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL311C Distance Protection, SEL451 Backup Overcurrent Protection Panel 3 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL31.1C Distance Protection, SEL451 Backup Overcurrent Protection: Project Price(3 panels): $142,042.62 (8) Vernon Sub #1 bus Differential protection Project Price (1 panel) : $37,148.48 (9) Vernon Substation #2 Section, 7.2 KV Distribution Feeder Protection 5 Panels consisting of: Panel 1 of 5-Vernon Sub feeder numbers 1, 2,3 and 4 Panel 2 of 5-Vemon Sub feeder numbers 5, 6,7 and 8 Panel 3 of 5-Vemon Sub feeder numbers 9, 10,11, and 12 Panel 4 of 5-Vernon Sub feeder numbers 13, 14,15, and 16 Panel 5 of 5-Generator protection for the J. & H diesel generators 1, 2 and 3 Project Price(5 panels): $201,807.67 (10) MGS Step Up Transformer Banks #1, #2, #3, MGS Spare and Vernon Sub #3 Bank Transformer Data Acquisition System 5 Outdoor Boxes and Software consisting of - Data Acquisition Box #I for Transformer Bank #1 Data Acquisition Box #2 for Transformer Bank #2 Data Acquisition Box #3 for Transformer Bank #3 Data.Acquisition Box #4 for MGS Spare Bank Data Acquisition Box #5 for Vernon Sub #3 Bank Software Development System, Testing Reports Project Price(5 panels): $76,776.58 The grand total price for projects 4-10 is: $692,403.40 °lf you have any questions or comments, please feel free to give us a call. Sincerely Yours, Palsons Electrical Engineering Services, Inc. Charles Palencia, P.E. From: Jim. Brenton@hamptontedder.com Sent Thursday, September 16, 2004 2:47 PM To: Smith, Otis Subject: Vernon Substation / Relay Protection Panels September 15, 2004 City of Vernon 4305 Santa >;e Ave Phone (323) 583-8811 Vernon, California 90058 Fax (323) 826-1439 Reference: Vernon Substation / Relay Protection Panels Attention: Otis Smith Hampton Tedder Electric is pleased to provide our services for reference project; as per your request I have summarized this per location. Scone of Work , (4) Vernon Substation #2 Section, 7.2KV Distribution Bus Section Protection (1 panel) Section (4) / 4.1 / 4.2 / 4.3 / 4.4 / 4.5 / 4.6 / 4.7 Bill of material attached for section 4.1 / Delivered and set in place Total package includes all section (4) Exceptions: Installation and wiring not included (5) Vernon Substation #2 Section, 7.2KV Distribution Feeders (3 panels) Section (5)/5.1/5.2/53/5.4/5-5/5.6/5.7/5.8/5-9 Bill of material attached for section 5.1 / 5.2 / 5.3 / Delivered and set in place Total package includes all section (5) Exceptions: Installation and wiring not included (6) Vernon Substation 66KV Line Mgh Speed Backup (4 lines) (1 panel) Section (6) / 6.1 / 6.2 16.3 / 6.4 / 6.5 / 6.6 / 6.7 Bill of material attached for section 6.1 / Delivered and set in place Total package includes all section (6) Exceptions: Installation and wiring not included Page 2 / Vernon49 (7) MGS #1 / 2 / 3 Generator, GSUs & Interties (3 panels) Section (7)/7.1/7.2/73/7.4/7.5/7.6/7.7/7.8/7.9 Bill of material attached for section 7.1 / 7.2 / 7.3 / Delivered and set in place Total package includes all section (7) Exceptions Installation and wiring not included • (8) Vernon Substation #1 Section, 7.2KV Distribution Bus Section (1 panel) Section (8) / 8.1 / 8.2 / 8.3 / 8.4 / 8.5 / 8.6 / 8.7 Bill of material attached for section 8.1 / Delivered and set in place Total package includes all section (8) Exceptions: Installation and wiring not included (9) Vernon Substation #1 Section, 7.2KV Distribution Feeders (5 panels) Section (9) / 9.1 / 9.2 / 9.3 / 9A / 9.5 / 9.6 / 9.7 / 9.8 / 9.10 / 9.11 Bill of material attached for section 9.1 / 9.2 / 9.3 / 9.4 / 9.5 Delivered and set in place Total package includes all section (9) Exceptions: Installation and wiring not included Total Listed Package Price $ $661.700.00 Material Tax Included If I can offer any additional information regarding this matter please contact my office (909) 628-1253 or cell (909) 208-0898. ' Best Regards Jim Brenton / mice President I I1 i 4 1s Dear Mr. Smith: Attached, please find our cost proposal in response to your inquiry. WE thank you again for the opportunity provided. Please call me if you have any questions. Thank you Norm Siddiqui President Crown Technical Systems -----Original Message ----- From: Smith, Otis [mailto:OSmith@ci.vernon.ca.us] Sent: Thursday, September 02,.2004 11:08 AM To:'NSiddiqui@Crowntechnicalsystems.com' Cc: Garcia, Manuel Subject: Relay Protection Panels for COV • CITaf OF YERNON VERNOP[ 8UBSATION SUMMARYR10E$ TTEM PANEL / DESCRIPTION CT8 COST EEC COST 1 1A VERNON SUBSTATION 6 2 SECTION 7.2 KV BUS SECTION 16116 00 12361.00 2 16 VERNON SUBSTATION 6 2 SECTION 72 KV DISTRIBUTION FEEDERS ( PANEL 61) FOR FEEDERS 17,1.109.20 27396.00 3 1C VERNON SUBSTATION 62 SECTION 72 KV DISTRRUTION FEEDERS ( PANEL 62) FOR FEEDERS R AUX SAW(*?. MAIN RESERVE i TIE BREAKERZ7610.00 4 1D VERNON SUBSTATKkI 6 2 SECTION 7.2 KV DISTRIBUTION FEEDERS ( PANEL 6 3) FOR BUS SECTION 16 2, 9ECKWITH FOR 6 5 JSH GONZALEZ TURBINE 33007.00 _ - SUBTOTAL BM&D0 35336.00 6 tE VERNON SUBSTATION 66 KV LINE HIGH SPEED BACKUP (4 LINES) (1 PANEL) 40W&00 26806.00 6 /F FAGS 61,2,3 GENERATOR, GStft & NITERTIES ( PANEL 61) 33941.00 7 1G MGS 61,2,5 GENERATOR, GSWz 6 NITERTIES ( PANEL 6 2) 533.941.00, - 6 1H MGS 61,$3 GENERATOR, GS" 3 INTERTIES ( PANEL! 3) $33,941.0D' SUBTOT 3101,t43,00 47073.00 9 1J VERNON SUBSTATION 6 / SECTION 7.2 KV DISTRIBUTION BUS SECTION 16440.00 11,17111.00 10 1K VERNON SUBSTATION 61 SECTION 72 KVDISTRIBUTION FEEDERS PROTECTION, FEEDERS IA 3,4 ( PANEL 3H) 29524.00 11 1L VERNON SUBSTATION 61 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS 6,6,7,E ( PANEL 62) 29524.00 12 1M VERNON SUBSTATION 61 SECTKIN 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS %1%11.12 ( PANEL �) i29,524.00 13 1N VERNON SUBSTATION 91 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS 13,14,15,16 (PANEL V9,524.00 14 iP VERNON SUBSTATION 61 SECTION 72 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS J8H DIESEL GENERATORS 1,2,3 PANEL 19701.00 SUSTOT 137767.00 36666A0 15 STABIUTY STUDIES 32256 00 16 WIRING DRAWINGS FOR PANELS to TRROUGH 1P . 35001.00 17 TRANSFORMER DATA ACQUISITION UNIT 10136 00 W AN 10:54 AMCs Fd� ip (4)Vernon Substation #2 Section, 7.2 KV Distribution Bus Section Protection 4.1 (1) SEL 587B, six unit bus differential relay with associated test and trip circuit cutout switches for each unit (six total). This relay will serve as the primary relay protection for the #2, 7.2 KV distribution bus. 4.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 4.3 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 4.4 Provide O & M manual consisting of items 4.2, 4.3, narrative description of system operation and provide factory test data consisting of relay test data and system test data. 4.5 Provide fully assembled system as described above inside a Hollman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 4.6 Provide all required engineering and design work, Provide all documents in AUTOCAD format. 4.7 Provide complete bill of materials. 5 Vernon Substation #2 Section, 7.2 KV Distribution Feeder Protection 5.1 Panel #1: (4) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 17, 18, 19 and 20. Determine settings for and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. 5.2 Panel #2: (4) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders, #6 Aux Bank, #7 Aux Bank, Main Tie breaker and Reserve Tie Breaker. Determine settings for and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. 5.3 Panel #3: '(1) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent back up rnrnte.ntinn fnr the. #7. ize.ntinn - #1 gerrtinn hnc nnnne.ntinn T)etermmP zettinoc fnr and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. Also on panel #3 (3) Beckwith 3 520 relays (fully optioned) for #5 J & H diesel generator and H Gonzales # 1 and #2 gas turbines, and associated test and cutout switches. Perform protection studies to determine recommended settings for all intertie functions, including 21, 25, 27, 51 V, 59, 46, 47, 67, 82, 32P, 78, 81 5.4 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 5.5 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 5.6 Provide O & M manual consisting of items 5.4, 5.5, narrative description of system operation and provide factory test data consisting of relay test data and system test data_ 5.7 Provide fully assembled system as. described above inside a Hoffinan electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 5.8 Provide all required engineering and design work, Provide all documents in AUTOCAD format. 5.9 Provide complete bill of materials. 6 Vernon Substation 66 KV Line High Speed Backup Protection 6.1 Panel #1: (4) SEL 421 line protection relays with associated test and trip circuit . cutout switches. These relays wiT serve as high speed back up protection for the line differential relays. 6.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 6.3 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 6.4 Provide O & M manual consisting of items 6.2, 6.3, narrative description of system operation and provide factory test data consisting of relay test data, system test data and instruction books. 6.5 Provide fully assembled system as described above inside a Holtman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 6.6 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 6.7 Provide complete bill of materials. 7 MGS #1,2,3 Generator, GSUs & Intertie Protection (three identical panels) 7.1 Panel #1: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay (fully optioned) with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step function. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the backup to the 311C relay. Set up for two currents, two voltages and local breaker failure backup. 7.2 Panel #2: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay ( fully optioned) with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step fimction. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the backup to the 311C relay. Set up for two currents, two voltages and local breaker failure backup. 7.3 Panel #3: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay (fully optioned )with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311 C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step function. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the backup to the 311C relay. Set up for two currents, two voltages and local breaker failure backup 7.4 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 7.5 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 7.6 Provide O & M manual consisting of items 7.4, 7.5, narrative description of system operation and provide factory test data consisting of relay test data and system test data_ 7.7 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 7.8 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 7.9 Provide complete bill of materials. 8 Vernon Substation #1 Section, 7.2 KV Distribution Bus Section Protection 8.1 (1) SEL 587B, six unit bus differential relay with associated test and trip circuit cutout switches for each unit (six total). This relay will serve as the primary relay protection for the #3, 7.2 KV distribution bus. 8.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 8.3 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 8.4 Provide O & M manual consisting of items 8.2, 8.3, narrative description of system operation and provide factory test data consisting of relay test data and system test data. 8.5 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other, required hardware. 8.6 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 8.7 Provide complete bill of materials. 9 Vernon Substation #1 Section, 7.2 KV Distribution Feeder Protection 9.1 Panel #1: (4) SEL 351S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 1, 2, 3 and 4. Also on panel #1; (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.2 Panel #2: (4) SEL 351 S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 5, 6, 7 and 8. Also on panel #2 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.3 Panel #3: (4) SEL 351 S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 9, 10,11, and 12. Also on panel #3 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.4 Panel #4: (4) SEL 351 S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent Protection for feeders 13, 14,15, and 16. Also on panel #4 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.5 Panel #5: (3) SEL 300G generator relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for the J & H diesel generators 1, 2 and 3. 9.6 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 9.7 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 9.8 Provide O & M manual consisting of items 9.6, 9.7, narrative description of system operation and provide factory test data consisting of relay test data and system test data. 9.9 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 9.10 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 9.11 Provide complete bill of materials. (10) SPECIFICATION FOR MGS STEP UP TRANSFORMER BANKS #1, #21 #3, MGS SPARE AND VERNON SUB #3 BANK TRANSFORMER DATA ACQUISITION SYSTEM Objective: Provide an Ethernet based data acquisition system which will provide the following information to a PC, which will concentrate all data and provide to the COV SCADA system. Use a National Instruments Compact FieldPoint Industrial Control System running Labview realtime embedded software for each transformer, consisting of the following: 1. 8 slot backplane 2. Type cFP 2020 controller 3. (3) 16 input digital UO sinking modules, type cFP-D1-301 4. (2) 16 input analog input modules, 16 bit, + or — (0-lma) 5. 125 VDC power supply, 6. 24 VDC external power supply for UO sinking source. 7. Appropriate outdoor enclosure. 8. Each transformer will have a dedicated data acquisition node. 9. Provide Labview software development system. 10. Program and test system. Provide test results. 11. Provide O & M manual describing system operation, hardware and programming. The system will perform the following: a. Remote Tap position status - Each transformer will use two optical encoders to provide tap changer position ( 14 bit output, by others). This data will be input into the digital UO cards. b. Transformer temperature status - Each transformer has three 0-1 ma temperature transducers. This data will be input into the analog input cards. c. DGA Key Gasses Each transformer has a DGA transducer which produces a 0-1 ma output. This data will be input into the analog input card. 1 Protection Panels Specifications (7/17/2004) (4) Vernon Substation #2 Section, 7.2 KV Distribution Bus Section P20 (5) Vernon Substation #2 Section, 7.2 KV Distribution Feeders (4 panels) 5.1 Feeders 17,18,19, 20 P14 5.2 Feeders #6 Aux, #7 Aux, Main Tie, Reserve Tie P19 5.3 #2 to #1 Section Tie, J & H #5 Diesel Generator P22 5.4 H. Gonzales #1 & #2 Gas Turbines P23 (6) Vernon Substation 66 KV Line High Speed Badmp(4 lines) P8 (7) MGS #1,2,3 Generator, GSUs & Interties (3 panels) P9. P101 PH (8) Vernon Sub #1 Section, 7.2 KV Distribution Bus Section P21 (9) Vernon Substation #1 Section, 7.2 KV Distribution Feeders (5 panels) 3.1 Feeders 1, 2, 3, 4 P18 3.2 Feeders 5, 6, 7,'8 P17 • 3.3 Feeders 9,10,11,12 P16 3.4 Feeders 13,14,15,16 ... P15 3.5 J & H Diesel Generators,1,2,3 P22 (10) Vernon Sub #2 Bank, #3 Bank, MGS #1,#2,#3 Transformer P7 Information Panels (5 panels) is City of Vernon., PG: ,8.2 - 8300 Capital Improvement Project Request Schedule 9/22/2004 Budgeted Year 2004-2005 DEPT: TRANS/DISTRIBUTION 1. Project Title: ELECTRIC SUBSTATION INFRASTRUCTURE BETTERMENTS & IMPROVEMENTS 2. Description & Location: 3. Proposed to be accomplished by: 4. Status of Plans Preliminary estimate only, no plans required. Detail Plans and specifications in progress. Estimated completion date. 5. Estimated Costs: Engineering Labor Equipment Supplies and Services Contracts $7,000,000 Capital Outlay, Land Capital Outlay, Equipment * Including Force Account Total: $7,000,000 6. Action Initiated by: Name Date Title Approved By: Dept Head Approved By: Comm Service Director 7. Justification 0 1 )€0Ax m i0 `asS7;.'.335 . Ei ( 'ss.n. 2 s :zx z ?s'€ o �•o Sit#�{z�4�iF5�i�Yg°aiS3SS!"t is S i ! € f4° € iEa :vi�����t !�e}i€ 5 F EXHIBIT EXHIBIT B INSURANCE SCHEDULE Palsons shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Hazards Automobile Liability Bodily Injury Property Damage Each Person Each Accident Each Accident Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500.000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1 000 000 per em foyer H. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Elevators (if applicable) $1,000,000 $2,000,000 $1,000,000 Independent Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $5 000 000 $5 000 000 $5 000 000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 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 Agreement. 4. Such other endorsement as may be required by City. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary. EXMBIT "B" SUPPORTING DOCUMENTS 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 6'h day of October, 2004, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City') 4305 Santa Fe Avenue Vernon, CA 90058 AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. (hereinafter referred to as "Palsons") 7372 Walnut Ave., Unit "C" Buena Park, CA 90620 RECITALS WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50`h Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements and all other applicable laws and regulations; and WHEREAS, the Malburg Project team has determined that it is the best interest of the Malburg Project to retain the services of an electrical engineering firm for Phase 4 of an upgrade to the Vernon Substation ("VS") in order to minimize damage to personnel, systems, and equipment in the event of a system fault; and WHEREAS, the upgrade (hereinafter referred to as "Relay Protection Program Phase 4") will require the electrical engineering firm to (1) design, build, deliver, install, wire, program, test, perform protection analysis, and assist in the start-up of the Equipment (as defined below) and provide other services as required in connection with the installation of panels 7-11 and 14-23; (2) provide complete documentation and as built drawings; (3) provide any additional - 1 - services required to protect the VS #2 66n.2kv Transformer Bank, the #2 Sec 7.2kv Buses and related distribution and generation equipment; (4) provide power quality metering and power metering for each feeder so that power quality problems encountered by customers can be analyzed without having to install temporary metering; and (5) provide all other services described in Exhibit "A" hereto (collectively, the "Services"); and WHEREAS, there are a limited number of companies that have the expertise required to install the Relay Protection Program Phase 4 (which includes applying, designing, and building systems based on the devices currently used by the City, which requires in-depth knowledge of design, panel construction, testing, programming, and protection analysis of the computer based protection systems); and WHEREAS, Palsons has the required expertise, and has bid the work at a competitive price; and WHEREAS, Palsons is required, under this Contract, to design, build, test, program, perform protection analysis, and assist with start up, so that there is one party responsible for the entire Project (as defined below); and WHEREAS, Palsons has prepared a proposal dated September 13, 2004 (the "Proposal") to provide the VS #2 Bus Differential Protection; VS#2 Section, 7.2kv Distribution Feeder Protection; VS 66kv Line High Speed Backup Protection; MGS #1, 2, and 3 Generator, GSUs and Intertie Protection; VS #1 Bus Differential Protection; VS#2 Section, 7.2kv Distribution Feeder Protection; and MGS Step Up Transformer Banks #1, #2, and #3, MGS Spare and VS#3 Bank Transformer Data Acquisition System, including labor and materials for the specifications attached thereto, in an amount not to exceed $692,403.40, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, for clarification purposes, all of the materials and equipment described in the attached Exhibit "A" shall hereafter be collectively referred to as the "Equipment;" and WHEREAS, Palsons represents that it is qualified and capable of furnishing the - 2 - labor, materials, and expertise necessary to furnish the Equipment and to perform the Services that the City requires as set forth herein and the Proposal, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the City desires to enter into an agreement with Palsons to provide for the Services and Equipment necessary for the Relay Protection Program Phase 4. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET FORTH HEREIN: 1. Scope of Services. Palsons shall provide to the City the Services and Equipment, as defined above, and as described in detail in each of the Proposals attached hereto as Exhibit "A", and as otherwise set forth in this Contract. If any of the Services or Equipment is not acceptable to the City, Palsons shall promptly reperform such Services or repair or replace such Equipment without cost or expense to the City. In the event of a conflict between the Proposal and this Contract, the terms of this Contract shall prevail. 1.1 Authority and Communications. All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws. 1.2 Palsons' Obligations. Palsons has represented to the City that it is qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary contained in this Contract, the City and Palsons agree and acknowledge that the City is entering into this Contract in reliance on Palsons' special and unique abilities with respect to performing the Services. Palsons accepts the relationship of trust and confidence established between it and the City by this Contract. Palsons shall use its best efforts, skill, judgment and abilities to further - 3 - the interests of the City in accordance with the City's requirements and procedures. In that connection, Palsons represents, covenants and agrees as follows: 1.2.1 All Services performed, documents prepared, and Equipment provided by Palsons will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects. 1.2.2 The Services shall be performed using the degree of skill and judgment and shall be of the standard and quality which prevail among recognized professional engineers who provide electrical engineering services for similar projects throughout the United States. 1.2.3 Palsons' duties asset forth herein shall at no time be in anyway diminished by reason of any approval by the City, nor shall Palsons be released from any liability by reason of such approval by the City, it being understood that the City at all times is relying upon Palsons' skills and knowledge. 1.2.4 Palsons shall furnish the Services in an efficient, expeditious and economical manner consistent with the interests of the City. 1.2.5 Palsons is authorized to do business in California and properly licensed and registered by all necessary governmental and public and quasi -public authorities having jurisdiction over it and over the Services and the Project. 1.2.6 Palsons has visited the site of the Project and is familiar with the local and special conditions under which the Services are to be performed. 1.2.7 Palsons possesses the necessary level of experience and expertise in projects of the size, complexity and nature of this Project, and it will perform the Services with an appropriate level of care, skill and diligence. - 4 - 1.2.8 The Equipment shall be new, free from defects, comply with the specifications set forth in Exhibit "A," and be of good quality and merchantability, and fit for their intended purposes. The foregoing representations shall survive any termination of this Contract and final completion of the Project and are in addition to, and not in lieu of, any and all other liability imposed upon Palsons by law with respect to Palsons' duties, obligations and performance hereunder. 2. Time of Performance. The performance of the Services by Palsons, as identified herein, shall commence and be completed as follows: 2.1 Time Schedule. The Equipment, more specifically, Panels 14, 15, 16, 19, 20, 22, and 23, described in the Proposal are to be delivered on or before February 1, 2005, and the Services'. described in the Proposal are to commence on November 1, 2004, or issuance of written authorization to proceed. Panels 17, 18, and 21 are to be delivered on or before October 1, 2005. Services as to Panels 17, 18, and 21 as described in the Proposal shall be completed not later than December 1, 2005. Services required for the Proposal shall not be considered complete until the testing has been completed and the documentation has been received, and each has been approved by City. 2.2 Inability to Meet Time Schedule. If the Proposal is not completed within the above -described time period, the City shall have the option of canceling this Contract in order to proceed with the purchase of Equipment and provision of Services from another vendor. The anticipated completion date of Palsons' Services may also be extended, at the City's sole discretion, for an additional thirty (30) days, or such other time as the parties may agree in order to complete the Services specified in the Proposal. - 5 - 3. Testiniz. Palsons shall begin testing the Equipment described in the Proposal promptly after the completion of the installation described in the Proposal. City's acceptance of the Equipment shall be contingent upon the City's verification of the test results. City reserves the right to test any and all Equipment, regardless of the results of Palsons' testing. In the event that the test results obtained by either Palsons or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Palsons shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the Proposal or the entire Project, and obtaining another vendor to complete the Relay Protection Program Phase 4, in which event Palsons shall be deemed to be in default hereunder. Palsons shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any damage caused to the City's existing equipment and the VS by the installation or use of defective Equipment or Services provided by Palsons. 4. Price. 4.1 Price for Proposals. As full and complete compensation for all Services and Equipment provided by Palsons and its agents and subcontractors, if any, for a Proposal, the City shall compensate Palsons in the amount set forth in the applicable Proposal. The total amount to be paid to Palsons for the Equipment and Services performed for the Project shall not exceed the sum of Six Hundred Ninety -Two Thousand Four Hundred Three Dollars and FortyCents ($692,403.40) (the "Maximum Cost") as described in more detail in the attached Proposal. Except for authorized Change Orders signed by the City, the City is under no - 6 - obligation to compensate Palsons for Services, Equipment, or fees incurred under this Contract in excess of the Maximum Cost. 4.2 Additional Services/Change Orders. City reserves the right to request changes in the Services, Equipment, design, delivery dates, or additions to or deletions from the Proposals. Modifications to Exhibit "A" (whether of Equipment or Services) are referred to as the "Additional Services", and may be made only by a Change Order signed by an authorized representative of the City. If the City requests Additional Services, Palsons shall prepare a proposal specifying a fixed fee adjustment to compensation and, if necessary, an adjustment to the time schedule for the requested modification. If Palsons believes Additional Services are appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment to compensation and adjustment to the time schedule before proceeding with the Additional Services. Palsons shall immediately identify (by written notice to the City) any work requested by the City which Palsons believes to be outside the scope of Exhibit "A," and such notice shall include a proposal specifying the fixed fee adjustment to compensation and schedule. Change Orders shall be effective on receipt of the executed fax copies with originals to follow thereafter as soon as possible, with the City to keep originals on file. Each Change Order shall set forth a commercially reasonable fixed fee. The fixed fee for each Change Order shall reflect the most expeditious and economical means of achieving the task consistent with the interests of the City. The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement of the work; provided, however, that if the parties are not able to reach agreement on the fee, Palsons shall provide the Additional Services pursuant to the City's written request, and payment shall be governed by the terms of Paragraph 4.3 of this Contract. - 7 - 4.3 The Citv's Directive/Notice of Intent to File Claim. If the parties cannot agree whether or to what extent the modification justifies adjustments to compensation or schedule, Palsons shall nonetheless timely perform the modified Services, on the written direction of the City's Representative ("the City's Directive"), and Palsons shall submit a written "Notice of Intent to File Claim." The written Notice of Intent to File Claim shall reasonably detail the amount of and basis for adjustment to the compensation and schedule and shall be submitted to the City (if at all) prior to commencing performance of the modified Services. If the notice is timely given, Palsons shall keep and submit to the City on a daily basis a complete breakdown of all costs incurred for the modified Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and copies of all invoices and delivery tickets for materials used. Palsons' failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable evidence that no adjustment to compensation or schedule is due for the modified Services. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a duly executed Change Order or City's Directive. 5. Payment Terms. 5.1 Initial Payment. Following execution of this Contract, the City will issue one or more purchase orders for the Proposal described herein. City agrees to pay Palsons fifty percent (50%) of the price of the Proposal identified in the purchase order upon the issuance of the purchase order. Issuance of a purchase order for the Proposal and the initial 50% payment shall be based only on the specific Services identified in the purchase order. 5.2 Final Pa ent. The remaining fifty percent (50%) of the price stipulated in the purchase order for the Proposal shall be paid within thirty (30) days after the City's receipt, testing, and approval of the Services, Equipment, and required documentation, and the City's receipt of an invoice from Palsons. The form of invoice to be used by Palsons shall include a description of the Equipment delivered and installed and the Services performed and shall be in form reasonably acceptable to the City. 5.3 Additional Services. Any billings for Additional Services must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 5.4 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to Palsons if Palsons is in default of any of its obligations under this Contract; any portion of the Equipment or Services are defective or not in accordance with the terms of this Contract (provided, however, that payment shall be made as to any portion of the Equipment or Services that are acceptable to the City); the required documentation has not been provided; or Palsons has failed to make payments promptly to consultants or other third parties used in connection with the Equipment or Services for which the City has made payment to Palsons. 5.5 Payments and Records. Palsons shall promptly pay all bills for labor and materials furnished by others in connection with this Contract. 6. Liens. Palsons agrees to keep the City and the Project free and clear of all Liens (as defined below) arising from this Contract. Palsons shall immediately discharge, bond over or otherwise cause to be removed, any lien, claim, stop notice or other encumbrance made, recorded, or filed in connection with the Services or any work performed or materials provided - 9 - by Palsons' subcontractors, material suppliers, employees, agents, and other persons engaged by Palsons (collectively, "Liens") and shall defend, indemnify and hold the City and its affiliates, and its agents, employees, directors, and officers harmless from all claims, liabilities, damages, losses, costs or. expenses (including without limitation attorneys' and experts' fees and costs) incurred in connection with any Liens. If any Lien is filed, the City shall have the right to withhold payment from Palsons to the extent necessary to protect the City from any such liability, damage, cost or expense until the Lien has been removed or bonded against. 7. Cancellation/Default. 7.1 Right of Termination. This Contract may be terminated by the City or Palsons, with or without cause, upon at least fifteen days written notice to the other party. 7.2 Termination Expenses. In the event of termination by the City without cause, Palsons shall be compensated for all Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Palsons directly attributable to termination which could not reasonably have been avoided and for which Palsons is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 7.3 Termination by the City for Cause or by Palsons without Cause In the event that Palsons commits a breach of a material condition of this Contract, the City shall notify Palsons in writing of said breach and if Palsons has not cured or begun reasonable efforts to cure after fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract for cause based on Palsons' default. Palsons - 10 - shall be responsible for any direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment or Services cancelled from Palsons. If this Contract is terminated by the City with cause, or terminated by Palsons without cause, the City shall pay Palsons for all Services performed prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Palsons' default. 7.4 Actions Subsequent to Termination Following the termination date, regardless of whether the Contract is terminated with or without cause, and subject only to the payments described in Paragraphs 7.2 and 7.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Contract. Upon a termination of this Contract, except for its obligations under Paragraph 7.5 below, Palsons shall have no further rights, duties, .liabilities or obligations whatsoever under this Contract. Notwithstanding anything in this Contract, including the foregoing, to the contrary, Paragraphs 1.2, 7.5, 8.1, 9, 10, 12, 13, 14, 15.3, and 15.10 shall survive the termination of this Contract. 7.5 Delivery of Work Product. Within three (3) business days after any termination of this Contract, Palsons shall deliver to the City all Work Product (as defined in Paragraph 8.1) pertaining to this Contract or to the Project and any and all copies thereof, whether in the possession of Palsons or a party engaged by Palsons; provided, however, that solely for its internal auditing purposes, Palsons may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 9. Palsons shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Palsons' duties and activities hereunder. 8. Products of Professional Services. 8.1 Work Product. All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Palsons, its officers, employees, agents and subcontractors in the course of performing the Services under this Contract (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Palsons or to any other party. Work Product materials shall be delivered to City by Palsons as they are generated. 8.2 Form of Work Product. Work Product produced by Palsons shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner. Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher.. All design documents shall be in Microsoft Word format. 8.3 Skills of Palsons. City has relied upon the professional training and ability of Palsons to perform the Services hereunder as a material inducement to enter into this Contract. Palsons shall therefore provide properly skilled professional and technical personnel to perform all Services under this Contract. All work performed by Palsons under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals in Palsons' field of expertise. 8.4 Personnel. Palsons shall minimize changes to its key project personnel. The City shall have the right to request reasonable Project personnel changes and to review and reasonably approve Project personnel changes proposed by Palsons. - 12 - 9. Confidential Information. 9.1 Access to Confidential Information. City may provide Palsons and/or its subcontractors with, or allow Palsons access to, certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by Palsons for any purpose other than to perform its duties hereunder. 9.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Palsons and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, whether corporate, governmental, or individual, without the express prior written consent of an authorized representative of the City. Palsons and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Palsons has performed all Services to be performed pursuant to this Contract. Palsons hereby agrees that such Confidential Information and any documents provided may be used by Palsons and/or its subcontractors only as authorized by the City. Palsons shall include a contract provision in its contract with subcontractors that binds the subcontractors to this non -disclosure requirement. 9.3 Court Ordered Disclosure. Palsons shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. Palsons may only - 13 - disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 9.4 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 9. Palsons acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 10. Warranties. Palsons warrants title to the Equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance. Palsons also warrants that the Equipment will be delivered new and shall be free from defects in material and workmanship. The City will receive a commercially reasonable manufacturer's warranty, a one (1) year incidental material warranty and a one (1) year labor warranty from Palsons. Palsons' warranties on material and labor will begin upon completion of the testing and the City's written acceptance of the Project. In addition, all manufacturers' warranties, and any other warranties made applicable by law, shall apply to City's purchase of the materials and labor provided by Palsons. 11. Compliance with Laws. Palsons shall strictly observe and comply with all applicable federal, state, and local laws, ordinances and regulations governing the Services provided under this Contract. 12. Governing Law. The validity, interpretation and performance of this Contract shall be controlled and construed under the laws of the State of California. - 14 - 13. Forum Selection. Any action brought relating to this Contract shall be brought and held exclusively in a State Court in the County of Los Angeles, California. sent to: 14. Notices. Notices to the parties, unless otherwise requested in writing, shall be CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 PALSONS: PALSONS ELECTRICAL ENGINEERING SERVICES, INC. Attn: Charles Palencia 7372 Walnut Avenue, Unit "C" Buena Park, CA 90620 15. General Provisions. 15.1 Independent Contractor. At all times during the term of this Contract, Palsons shall be an independent contractor and shall not be an employee of the City. The City shall have the right to control Palsons only insofar as the results of Palsons' Services rendered pursuant to this Contract; however, the City shall not have the right to control the means by which Palsons accomplishes services rendered pursuant to the Contract except to the extent that such services involve the use of City property or Confidential Information. 15.2 Palsons Not Agent. Except as the City may specify in writing, Palsons shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Palsons shall have no authority, expressed or implied, pursuant to this Contract to bind the City to any obligation whatsoever. 15.3 Indemnification. Palsons shall indemnify, defend, protect and hold the City and its officers, agents and employees, free and harmless from and against any and all - 15 - claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection_ therewith, including reasonable attorney's fees and costs of defense, arising out of or attributable to the negligent or wrongful acts of Palsons or its subcontractors, employees or agents in the performance of Services or delivery and installation of Equipment under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Contract. 15.4 Insurance. Palsons agrees to provide insurance in the amounts and forms specified in Exhibit `B," which is attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor used in the performance of this Contract. Palsons shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Contract. Palsons shall not commence performance of its services under this Contract until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 15.5 Assignment and Subcontracting Prohibited. No party to this Contract may assign or subcontract any right or obligation except with the express written consent of the other party. Any other attempted or purported assignment of any right or obligation pursuant to this Contract shall be void and of no effect. 15.6 Entire Agreement. This Contract constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreement and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions, communications and agreements which may have been - 16 - made in connection with the subject matter hereof. All exhibits are incorporated by reference. Palsons represents that in entering into this Contract it has not relied on any previous representations or understandings of any kind or nature. 15.7 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 15.8 Time of the Essence. Time is of the essence in the performance of this Contract and of each and every provision hereof. 15.9 Risk of Loss. Risk of loss or damage shall pass to the City upon completion of installation of all Equipment, testing, and written acceptance by the City. 15.10 Attorne s' Fees. In the event of any action or proceeding by either party arising out of this Contract, whether sounding in tort, contract or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party reasonable attorneys' fees and costs, whether or not such action or proceeding is pursued to a final judgment, in addition to any other relief rewarded by the Court. 15.11 Benefit of Contract. This Contract shall bind and benefit the parties hereto and their heirs, successors, and permitted assigns. 15.12 Waiver. The waiver by the City of any breach or breaches hereof shall not be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. Any waiver at any time by either party of its rights with respect to a default under this Contract, or - 17 - with respect to any other matters arising in connection with this Contract, shall not be deemed a waiver with respect to subsequent default or other matter. 15.13 Amendment. All changes or modifications to this Contract shall be in writing stating that it is an amendment to this Contract and shall be signed by both parties or their duly authorized agents. This Contract shall not be modified through course of dealing, usage or trade. 15.14 Force Majeure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor material shortage, sabotage, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Contract by reason of an uncontrollable force, shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. t IN WITNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By. Leonis C. Malburg, ayor ATTEST: By: "04� Bruce V. Malkenhorst, City Administrator APPROVED AS TO FORM e-�i7 Eric T. Fresch, ity Attorney - 19 - PALSONS ELECTRIC COMPANY r Lo Typed N me: N P5/ t / E%V <yQ1 Title: Ce,� jbo Pc-4-e EXHIBIT 0 a PALSONS ELECTRICAL ENGINEERING SERVICES, INC. CONSULTING • DESIGN • CONSTRUCTION • TESTING 7372 Walnut Ave. Unit *C', Buena Park, CA 90620.714.523.5927 • FAX 714.5232166 • EMAL-.Palsons99@aol.com September 13, 2004 Otis Smith City of Vernon Utilities 4305 Santa Fe Ave. Vernon, Ca. 90058 Dear Otis: Herewith is our price and proposal to provide labor and materials for projects 4-10, as described in your RFQ. (4) Vernon Sub #2 bus Differential protection Project Price (1 panel) : $37,148A8 (5) Verne Substation #2 Section, 7.2 KV Distribution Feeder Protection 3 Panels consisting of. Panel 1 of3-Vernon Sub feeder numbers 17,18,19 and 20 Panel 2 of 3-Vernon Sub feeder #6 Aux Bank, #7 Aux Bank, Main Tie breaker and Reserve Tie Breaker Panel 3 of 3-Vemon Sub feeder numbers #2 section - #1 section bus connection, #5 J & H diesel generator and H Gonzales #1 and #2 gas turbines Project price (3 panels): $129,437.45 (6) Vernon Substation 66 KV Line High Speed Backup Protection Panel I of I- High speed back up protection for the line differential relays: Project Price (1 panel): $62,042.12 (7) MGS #1,2,3 Generator, GSUs & Intertie Protection (three identical panels) Specifications 3 Panels consisting of. - Panel 1 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL311 C Distance Protection, SEL451 Backup Overcurrent Protection Panel 2 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL311C Distance Protection, SEL451 Backup Ovemvrrent Protection Panel 3 of 3-Consisting of SEL387 for differential protection, SEL30OG for Generator Protection, SEL31.1C Distance Protection, SEL451 Backup Overcurrent Protection: Project Price(3 panels): $142,042.62 (8) Vernon Sub #1 bus Differential protection Project Price (1 panel) : $37,148.49 (9) Vernon Substation #2 Section, 7.2 KV Distribution Feeder Protection 5 Panels consisting of Panel 1 of 5-Vernon Sub feeder numbers 1, 2,3 and 4 Panel 2. of S Vernon Sub feeder numbers 5, 6, 7. and 8 Panel 3 of 5-Vernon.Sub feeder numbers 9, 10,11, and 12 Panel 4 of 5-Vernon Sub feeder numbers 13; 14,15, and 16 Panel 5 of 5-Generator protection for the: J & H diesel generators 1, 2 and 3 Project Price(5 panels): $207,807.67 . (10) MGS Step Up Transformer Banks #1, #2, #3, MGS Spare and Vernon Sub #3 Bank Transformer Data Acquisition System 5 Outdoor Boxes and Software consisting of Data Acquisition Box ##1 for Transformer Bank #1 Data Acquisition Box #2 for Transformer Bank #2 Data Acquisition Box #3 for Transformer Bank #3 Data. Acquisition Box #4 for MGS Spare Bank . Data Acquisition Box #5 for Vernon Sub "#3 Bank Software Development System Testing Reports Project Price(5 panels). $76,776.58 The grand total price for projects 4-10 is: $692,403.40 1f you have any questions or comments, please feel free to give us a call. Sincerely Yours, Palsons Electrical Engineering Services, Inc. Charles Palencia, P.E. r� From: Jim. Brenton@hamptontedder.com Sent: Thursday, September 16, 2004 2:47 PM To: Smith,:Otis Subject: Vernon Substation / Relay Protection Panels September 15. 2004 City of Vernon .4305 Santa Fe .Ave Phone (323) 583-8811 Vernon, California 90058 Fax (323) 826-1439 Reference: Vernon Substation./ Relay Protection Panels Attention: Otis Smith Haurrpton Tedder Electric is pleased to provide our services for reference project; as per your request I have summarized this per location. Scone oiWork (4) Vernon Substation #2 Section, 7.2KV Distribution Bus Section Protection (1 panes Section (4)/4.1 /4.2/4.3/4.4/4.5/4.6/4.7 Bill of material. attached for section 4.1 / Delivered and set in place Total package includes all section (4) Exceptions: Installation and wiring not included (5) Vernon Substation #2 Section, 71KV Distribution Feeders (3 panels) Section (5)15.1/5.2/53/5.4/5.5 5.6/5.7/5.8/5S Bill of material attached for section 5.1 / 5.2 / 5.3 / Delivered and set in place Total package includes all section (5) Exceptions: installation and wiring not included (6) Vernon Substation 66KV Line Higb Speed Backup (4 Uses) (1 panel) Section (6)/6.1 /6.2 /6.3 /6.416.5/6.616.7 Bill of material attached for section 6.1 / Delivered' and set in place Total package includes all section (6) Exceptions: Installation and wiring not included Page 2/Vernon49 (7) MGS'#112 / 3 Generator, GSUs & Interties (3 panels) Section (7)/7.1/7.2/7.3/7.4/7.5/7.6/7.7/7.8/7.9 Bill of material attached for section 7.1 / 7.2 / 7.3 / Delivered and set in place Total package includes all section (7) Exceptions-. Installation and wiring not included (8) Vernon Substation #1 Section, 7.2KV Distribution Bus Section (1 panel) Section (8)/8.1 / 8.2 / 8.3 / 8.4 / 8.5 / 8.6 / 8.7 Bill of material attached for section 8.1 / Delivered and set in place Total package includes all section (8) Exceptions: Installation and wiring not included (9) Vernon Substation #1 Section, 7.2KV Distribution Feeders (5 panels) Section(9)/9.1/9.2/9.3/9.419.5/9.6/9.7/9.8/9.10/9.11 Bill of material attached for section 9.1 / 9.2 / 9.3 / 9.4 / 9.5 Delivered and set in place Total package includes all section (9) Exceptions: Installation and wiring not included Total Listed Package Price:. $ $661, 700 00 Material Tax Included If I can offer any additional information regarding this matter please contact my office (909) 628-1253 or cell (909) 208-0898. Best Regards Jim Brenton 1 Vice President Dear Mr. Smith: Attached, please find our cost proposal in response to your inquiry. WE thank you again for the opportunity provided. Please call me if you have any questions. Thank you Norm Siddiqui President Crown Technical Systems ----=Original Message ----- From: Smith, Otis [mailto:OSmith@ci.vernon.ca.us] Sent: Thursday, September 02,.2004 11:08 AM To:.'NSiddiqui@Crowntechnicalsystems.com' Cc: Garcia, Manuel Subject: Relay Protection Panels for COV Ww CIT 4 VEg" VERNO .K SUBSTATION suMi >� RicE t ~ M31 PANEL IF DESCRIPTION CTS COST EEC COST 1 1A VERNON SUBSTATION # 2 SECTION 7.2 KV BUS SECTION 1f916.00 12961.00 2 1B VERNON SUBSTATION # 2 SECTION 7.2 KV DISTRIBUTION FEEDERS ( PANEL # 1) FOR FEEDERS 1T,1,418 20 2739E 00 3 1C VERNON SUBSTATION # 2 SECTION 7.2 KV DISTRIBUTION FEEDERS ( PANEL # 2) FOR FEEDERS 4 AUX BANK # T. MAIN RESERVE 6 TIE BREAKER 27610.OD 4 1D VERNON SUBSTATION # 2 SECTION 7.2 KV DISTRIBUTION FEEDERS (PANEL # 3) FOR BUS SECTION 13, 2, BECKWITH FOR # 5 JRH GONZAI.FZ TURBINE 330D7.OD SUBTOTAL 60015.00 3538400 6 tE VERNON SUBSTATION 66 KV LINE HIGH SPEED BACKUP (4 LNM) (1 PANEL) - - 409MOD 26606.00 6 1F MGS # 1.2.3 GENERATOR, GSU's & INTERTIF.S ( PANEL # 1) 33941.00 7 10 MGS # 1,$3 GENERATOR. GSUs & INTERTIES (PANEL # 2) $33.941.00 0 IN MGS # 1,2,3 GENERATOR, GSU^s A RNTERTIES ( PANEL # 3) $33MI.00 SUBTOT i101,023 00 47MOO 0 1J SUBSTATION # 1 SECTION 7.2 KV DISTREUTM BUS SECTION 1"40,00 117OLOO 10 1K VERNON SUBSTATION # 1 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS 1;2 3 4 (PANEL NH) 29524.00 11 IL VERNON SUBSTATION # 1 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION{, FEEDERS 6,47,E ( PANEL 04 29524.00 12 1N VERNON SUBSTATION # 1 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS 410.11.t2 ( PANEL $29,524.00 .. . . 13 1N VERNON SUBSTATION # 1 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS 13.14,15.16 ( PANEL $29,524.00 14 1P VERNON SUBSTATION # 1 SECTION 7.2 KV DISTRIBUTION FEEDERS PROTECTION, FEEDERS J:H DIESEL - GENERATORS 1,2,3 PANEL # 19701.00 SUBTOTA9 13TM 00 36906.00 16 STABILITY STUDIES -. . 322MM u smrzoo� tasrwnosrv� DRAMIINGS FOR PANELS IA TRROUGH IF. 36MAD ORNER DATA ACQUISITION UNIT 10136.00 P( (4)Vernon Substation #2 Section, 7.2 KV Distribution Bus Section Protection 4.1(1) SEL 587B, six unit bus differential relay with associated test and trip circuit cutout switches for each unit (six total). This relay will serve as the primary relay protection for the #2, 7.2 KV distribution bus. 4.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 4.3 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 4.4 Provide O & M manual consisting of items 4.2, 4.3, narrative description of system operation and provide factory test data consisting of relay test data and system test data 4.5 Provide fully assembled system as described above inside a Hoiiman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 4.6 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 4.7 Provide complete bill of materials. 5 Vernon Substation #2 Section, 7.2 KV Distribution Feeder Protection 5.1 Panel #1: (4) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 17, 18, 19 and 20. Determine settings for and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. 5.2 Panel #2: (4) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders, ##6 Aux Bank, #7 Aux Bank, Main Tie breaker and Reserve Tie Breaker. Determine settings for and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. 5.3 Panel #3: (1) SEL 451 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent back up nrntt-rtinn fnr the #7 eFx-firm - 10 cPrtinn h»e rnnnetrtinn DetPrmmP spttmoc fnr and program recommended values for: 1. Phase overcurrent, 2. Ground overcurrent, 3. Negative sequence overcurrent. Also on panel #3 (3) Beckwith 3520 relays (fully optioned) for #5 J & H diesel generator and H Gonzales #1 and #2 gas turbines, and associated test and cutout switches. Perform protection studies to determine recommended settings for all intertie functions, including 21, 25, 27, 51 V, 59, 46, 47, 67, 82, 32R, 78, 81 5.4 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 5.5 Perform field progrannning of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 5.6 Provide O & M manual consisting of items 5.4, 5.5, narrative description of system operation and provide factory test data consisting of relay test data and system test data 5.7 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 5.8 Provide all required engineering and design work, Provide all documents in AUTOCA.D format. 5.9 Provide complete bill of materials. 6 Vernon Substation 66 KV Tine High Speed Backup Protection 6.1 Panel #1: (4) SEL 421 line protection relays with associated test and trip circuit cutout switches. These relays will serve as high speed back up protection for the line differential relays. 6.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 6.3 Perform field program ling of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 6.4 Provide O & M manual consisting of items 6.2, 6.3, narrative description of system operation and provide factory test data consisting of relay test data, system test data and instruction books. 6.5 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 6.6 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 6.7 Provide complete bill of materials. 7 MGS #1,2,3 Generator, GSUs & Intertie Protection (three identical panels) 7.1 Panel #1: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay (fully optioned) with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step function. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the backup to the 311 C relay. Set up for two currents, two voltages and local breaker failure backup. 7.2 Panel #2: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay ( fully optioned) with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step fimction. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the Crackup to the 311 C relay. Set up for two currents, two voltages and local breaker failure backup. 7.3 Panel #3: (1) SEL 387-6 transformer differential relays with associated test and trip circuit cutout switches. These relays will serve as the primary high speed phase and ground protection for the step up transformer. (1) SEL 300G generator relay ( fully optioned )with associated test and trip cutout switches. This relay will serve as back up and additional protection for the generator. (1) SEL 311C relay with associated test and trip circuit cutout switches. This relay will serve as the primary intertie relay and as backup to the generator 300G out of step function. (1) SEL 451 relay with associated test and trip cutout switches. This will serve as the backup to the 311 C relay. Set up for two currents, two voltages and local breaker failure backup 7.4 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 7.5 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 7.6 Provide O & M manual consisting of items 7.4, 7.5, narrative description of system operation and provide factory test data consisting of relay test data and system test data 7.7 Provide fully assembled system as described above inside a Hoffman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 7.8 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 7.9 Provide complete bill of materials. 8 Vernon Substation #1 Section, 7.2 KV Distribution Bus Section Protection 8.1(1) SEL 587B, six unit bus differential relay with associated test and trip circuit cutout switches for each unit (six total). This relay will serve as the primary relay Protection for the #331 7.2 KV distribution bus. 8.2 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 8.3 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 8.4 Provide O & M manual consisting of items 8.2, 8.3, narrative description of system operation and provide factory test data consisting of relay test data and system test data 8.5 Provide fully assembled system as described above inside a HoffCnan electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 8.6 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 8.7 Provide complete bill of materials. 9 Vernon Substation #1 Section, 7.2 KV Distribution Feeder Protection 9.1 Panel #1: (4) SEL 351 S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent. protection for feeders 1, 2, 3 and 4. Also on panel #1; (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.2 Panel #2: (4) SEL 351S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent protection for feeders 5, 6, 7 and 8. Also on panel #2 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.3 Panel #3: (4) SEL 3515 overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent Protection for feeders 9, 10,11, and 12. Also on panel #3 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.4 Panel #4: (4) SEL 351 S overcurrent relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent Protection for feeders 13, 14,15, and 16. Also on panel #4 (4) SEL 734 meters and associated test switches. These meters will provide power and power quality data for each feeder. 9.5 Panel #5: (3) SEL 300G generator relays with associated test and trip circuit cutout switches. These relays will serve as phase and ground overcurrent Protection for the J & H diesel generators 1, 2 and 3. 9.6 Perform protection studies to determine recommended settings for above relays and submit all justifying calculations, graphics and other relevant documents. Provide data in hard copy (two copies) and electronic format. 9.7 Perform field programming of existing City Of Vernon SEL 2032 communication processor. Provide program in hard copy and electronic format. 9.8 Provide O & M manual consisting of items 9.6, 9.7, narrative description of system operation and provide factory test data consisting of relay test data and system test data. 9.9 Provide fully assembled system as described above inside a Hoffiman electronic enclosure with all wiring, terminal blocks, fuses, relays and other required hardware. 9.10 Provide all required engineering and design work; Provide all documents in AUTOCAD format. 9.11 Provide complete bill of materials. (10) SPECIFICATION FOR MGS STEP UP TRANSFORMER BANKS #1, #2, #3, MGS SPARE AND VERNON SUB #3 BANK TRANSFORMER DATA ACQUISITION SYSTEM Objective: Provide an Ethernet based data acquisition system which will provide the following information to a PC, which will concentrate all data and provide to the COV SCADA system. Use a National Instruments Compact FieldPoint Industrial Control System running Labview realtime embedded software for each transformer, consisting of the following: 1. 8 slot backplane 2. Type cFP 2020 controller 3. (3) 16 input digital I/O sinking modules, type cFP=D1-301 4. (2) 16 input analog input modules, 16 bit, + or — (0-1 ma) 5. 125 VDC power supply, 6. 24 VDC external power supply for 1/0 sinking source. 7. Appropriate outdoor enclosure. 8. Each transformer will have a dedicated data acquisition node. 9. .. Provide Labview software development system. 10. Program and test system. Provide test results. 11. Provide O & M manual describing system operation, hardware and programming. The system will perform the following: a. Remote Tap position status - Each transformer will use two optical encoders to provide tap changer position ( 14 bit output, by others). This data will be input into the digital I/O cards. b. Transformer temperature status - Each transformer has three 0-1 ma temperature transducers. This data will be input into the analog input cards. c. DGA Key Gasses Each transformer has a DGA transducer which produces a 0-1 ma output. This data will be input into the analog input card. Protection Panels Specifications (7/17/2004) (4) Vernon Substation #2 Section, 7.2 KV Distribution Bus Section P20 (5) Vernon Substation #2 Section, 7.2 KV Distribution Feeders (4. panels) 5.1 Feeders 17,18,10, 20 P14 5.2 Feeders #6 Aug, #7 Aux, Main Tie, Reserve Me P19 5.3 #2 to #1 Section Tie, J & H #5 Diesel Generator P22 5.4 H. Gonzales #1 & #2 Gas Turbines P23 (6) Vernon Substation 66 KV Line High Speed Backup(4 lines) P8 (7) MGS #1,2,3 Generator, GSUs & Interties (3 panels) P_9 P 0, Pll (8) Vernon Sub #1 Section, 7.2 KV Distribution Bus Section P21 (9) Vernon Substation #1 Section, 7.2 KV Distribution Feeders (5 panels) 3.1 Feeders 1, 2, 3, 4 Pis 3.2 Feeders 5, 6, 7, 8. P17 3.3 Feeders 9,10,11,12 P16 3.4 Feeders 13,14,15,16 TO 3.5 J & H Diesel Generators,1,2,3 P22 (10) Vernon Sub #2 Bank, #3 Bank, MGS #1,#2,#3 Transformer P7 Information Panels (5 panels) • City of Vernon PG: `8.2 8300 Capital Improvement Project Request Schedule 9/22/2004 Budgeted Year 2004-2005 DEPT: TRANS/DISTRIBUTION 1. Project Title: ELECTRIC SUBSTATION INFRASTRUCTURE BETTERMENTS & IMPROVEMENTS 2. Description & Location: 3. Proposed to be accomplished by: 4. Status of Plans Preliminary estimate only, no plans required. Detail Plans and specifications in progress. Estimated completion date. 5. Estimated Costs: Engineering Labor' Equipment ". Supplies and Services Contracts $7,000,000 Capital Outlay, Land Capital Outlay, Equipment * Including Force Account Total: $7,000,000 6. Action Initiated by Name Date Title Approved By: Dept Head Approved By: Comm Service Director 7. Justification O :1!00} psm k5i3'exc--si�? it I 1 's 4 ! E s a.. EXHIBIT jj� EXHIBIT B INSURANCE SCHEDULE Palsons shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Hazards Automobile Liability Bodily Inj Pro >l a 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 U1000,000 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 Contractors $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1 000 000 $2 000 000 $1,000,000 Umbrella Liability $5 000 000 $5 000 000 $5 000 000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 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 Agreement. 4. Such other endorsement as may be required by City. b. In addition to the above, the Consultant shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT "B"