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Resolution No. 85901 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8590 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND APPLIED ENGINEERING CONCEPTS FOR THE MAIrBURG-GENERATING STATION PROJECT WHEREAS, the City of Vernon ("City") is constructing a 134 MW Combined Cycle Power Plant, the Malburg Generating Station (the "Malburg Project"), for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City's inhabitants; and WHEREAS, on July 16, 2003, the City Council of the City of Vernon adopted Resolution No. 8252 with the intention of expediting the purchase of supplies and services for the Malburg Project; and WHEREAS, the City has determined that it needs the services lof a firm to perform electrical acceptance testing of electrical systems prior to start-up and commercial operation of the Malburg Project in conformance with the standards of the National Electrical Testing Association, Inc. and the City's specifications (hereinafter collectively referred to as the "Acceptance Testing"); and WHEREAS, Applied Engineering Concepts ("AEC"), submitted a proposal dated October 12, 2004, to provide the Acceptance Testing; and WHEREAS, the City has determined that AEC possesses the technical knowledge and expertise to furnish the Acceptance Testing for the Malburg Project; and WHEREAS, on November 3, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of f � k Finance, dated October 28, 2004, that an agreement with Applied Engineering Concepts be approved and executed; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with AEC. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement for Professional Consulting Services with Applied Engineering Concepts, in substantially the same form as the copy which is attached hereto as Exhibit A and incorporatedby reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Contract for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Contract to: Applied Engineering Concepts Attn. Michael Castonguay, P.E., President 1105 N. Allen Avenue Pasadena, CA 91104 - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15, 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 3rd day of November, 2004. LEONIS C. MAL URG, Ma or ATTEST: BRUCE V. MALKENHORST, City Clerk — 3 — 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. 8590, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, November 3, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 DRAFT AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES (this "Agreement") 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 3`d day of November, 2004, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND APPLIED ENGINEERING CONCEPTS (hereinafter referred to as "AEC") 1105 N. Allen Avenue Pasadena, CA 91104 RECITALS WHEREAS, City is constructing the Malburg Generating Station Combined Cycle Power Plant at 2715 E. 50t' Street in the City of Vernon (the "Malburg Project") for purposes of installing additional generating capacity that is capable of yielding cost effective, efficient and reliable electricity to meet its goals, while meeting Federal, State and local environmental and siting requirements; and WHEREAS, the Malburg Project team has determined that it needs the services of a firm to perform electrical acceptance testing of electrical systems prior to start-up and commercial operation of the Malburg Project in conformance with the standards of the National Electrical Testing Association, Inc. and the City's specifications (hereinafter collectively referred to as the "Acceptance Testing"); and WHEREAS, AEC prepared a proposal dated October 12, 2004 (hereinafter referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference, for the Acceptance Testing; and WHEREAS, AEC represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the Acceptance Testing and perform the 1 services that the City requires, as set forth in 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 AEC to provide for the labor and materials necessary for the Acceptance Testing. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Scope -of Services. AEC shall perform its, services underthegeneral supervision of the Chief Executive Officer of the Light & Power Department, or his designee, as identified in the Proposal attached as Exhibit A. AEC's scope of services is limited to Field Acceptance Testing only and does not include short circuit and protective device coordination studies, submittals for factory test documentation, where required, and the following equipment: generators, motors, CTGI and CTG2 Control Modules and Start Motors, Motors and Distribution Panels It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2. Progress Reports. AEC shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the services being performed by AEC under this Agreement. 3. Time of Performance. AEC shall commence and complete the Acceptance Testing as follows: 3.1 Time Schedule. The term of this Agreement shall commence no later than thirty (30) days after the City's issuance of a Purchase Order (the "Commencement Date") to begin performance under this Agreement and shall continue until AEC has completed the work on the items according to the work schedule contained in AEC's Proposal, unless the Agreement is extended upon the written agreement of both parties to this Agreement. Completion of the services to be performed by AEC is expected to be no later than . Unless performance is excused, as set forth in Paragraph 3.2, AEC's failure to perform the Acceptance Testing within the scheduled time shall constitute a material default of this Agreement, and, among other remedies available to it, the City shall have the option of terminating this Agreement. 2 3.2 Force Majeure. Neither party shall be considered to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such 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 Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. The Delivery Time shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine._ An. extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for AEC for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially extended by reason of uncontrollable force through no fault of AEC, AEC shall be entitled to an increase in the Compensation, but only in any amount equal to the increase in AEC ' direct cost resulting from such delay. 4. Compensation. The City shall compensate AEC for the Acceptance Testing, as set forth in the Proposal for services performed in a total amount not to exceed One Hundred One Thousand Eight Hundred Dollars and No Cents ($101,800.00). 5. Method Of Payment. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, AEC shall submit an invoice to the City stating the amount due AEC. Invoices shall contain an itemization of services rendered, directly related job expenses and subcontractor charges incurred by AEC and for which compensation is due. AEC shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably 3 withheld. 5.1 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 8 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 5.2 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to AEC if AEC is in default _of any of __ I its obligations under this Agreement; any portion of the Acceptance Testing is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Acceptance Testing that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 5.1 above have not been satisfied. 5.3 Payment is Not Acceptance. Neither payment by the City nor use of the Acceptance Testing by the City shall constitute an acceptance of any Acceptance Testing not in accordance with the terms of this Agreement. 6. AEC' Representations, Warranties and Covenants. 6.1 Capability. AEC represents to the City that it is qualified, willing, and able to perform the Acceptance Testing. 6.2 T ;t;., AEG shall inspeet the Aeeeptanee Testing ,. it ; "eeeiyed by the Aeeeptanee Testing, regardless of the results of to the City at the time ef the Aeoeptanee Testing and AEG shall all maaafaetufefs'wafFMfies assemble and deliver- to the City eemplete eepies of all >guafanties, and eperefing an 6.4 Compliance with Law. AEC shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the performance of the Acceptance Testing, including, but not limited to, the latest Acceptance Testing Specifications for Electrical Power Distribution Equipment and Systems guideline by the 4 National Electrical Testing Association, Inc., and any permit or license requirements of the United States Department of Commerce. 6.5 Authorizations. AEC is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. -- -- — that no seller- ef any Meeptanee Testing er- any peffien thereof will retain an interest ther-ein er- an. enenaneeee . 6.7 Payments to Third Parties. AEC shall promptly pay all bills for labor and materials furnished by others in connection with this Agreement. 6.8 Warran 6.8.1 AEC' W +. AEC � + that all A o t.,nee 'Tessin will carxnrrcrcTTr �=ruc-aar['r �..t........ Testing .. be new and &ee ffem defeets in materials and workmanship, eemply with the speeifieatiens statutes, by AEG the City that the Meeptanee Testing does not fneet the either- or- feveals any peAien of if-, in the City's reasonable diser-efien, the "anfity or- quality of the defeets are substantial, the 5 6.8.2 nanufaetur-er-s' Wafr-anties. AEG shall fer- the benefit erthe City-, and assign to the City-, ) eemmer-eially r-easefiable labeF, Whieh shall eemmenee ene fr-em the date installation Aeeeptanee Testing (1) year- of of the being by the City this Agreement the pufehased undeF or- Testing being heFeunder-, fiffit. AEG shall assist the City in th-e puFehased whieheveF eeeUFS FRI MCI— Y.ON. r�•� �:az.e:.����aer:r�a:a..:.:��:�:a�:.vaw PM aw a.:.:asr: �.»� mar ani�e:r..��.�a�o::.�:. e,� of any vvaa vvravaa any teminatien of this Agreement and final eempletion 7 of the and agreements shall sufvive 7 delivery ef the Aeeeptanee Testing and are in addifien te, in lift liability imposed upen AEC by law and net any and all other- with r-espeet to EC' duties, a � i. a aa� vbi;butav 7. Indemnification. C'7 7.1 AEC' Indemnity. To the fullest extent permitted by law, AEC shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of AEC or its employees or agents in the delivery of Acceptance-- -- - I Testing under this Agreement, 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 Agreement. The obligations in this Paragraph are in addition to AEC' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by AEC. 7.2 Indemnity Process. The City shall notify AEC in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, AEC shall assume the defense of such claim with counsel reasonably satisfactory to City. If AEC fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by AEC would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of AEC . Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. AEC shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 8. Change Orders. The City reserves the right to make additions to or deletions from the Acceptance Testing being purchased under this Agreement. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the 7 changes ordered and the adjustment of prices, delivery schedules and warranties.. Any Acceptance Testing or services added to this Agreement under a Change Order shall be subject to all of the terms and conditions of this Agreement, except as otherwise set forth in the Change Order. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the Project Manager, as defined in Paragraph 11.7 below. 9. Termination of the Agreement. 9.1 Right of Termination. This Agreement may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to AEC. 9.2 Termination by City Without Cause. In the event of termination by the City without cause, AEC shall be compensated for all Acceptance Testing 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 AEC directly attributable to termination which could not reasonably have been avoided and for which AEC 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. 9.3 Termination by the City for Cause or by AEC without Cause. If AEC breaches this Agreement, the City shall notify AEC in writing of said breach and if AEC has not cured or begun reasonable efforts to cure within fifteen (15) calendar days of delivery of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Agreement on the 15`h day following delivery of notice to AEC for cause. AEC shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Acceptance Testing cancelled pursuant to this Paragraph 8.3. If this Agreement is terminated by the City with cause, or terminated by AEC without cause, the City shall pay AEC for all Acceptance Testing 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 AEC 's default and for any reason described as a justification for a payment hold as set forth in Paragraph 4.3. 9.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 8.2 or 8.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever_ under this Agreement. Upon a termination of this Agreement, except for its obligations under Paragraph 12.5 below, AEC shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 5, 6, 8, 9, 10, 11.2, 11.3, 11.4, and 11.11 shall survive the termination of this Agreement. 9.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Agreement, AEC shall deliver to the City all Work Product (as defined in Paragraph 9) and all Documentation (as defined in Paragraph 4.1) pertaining to this Agreement and any and all copies thereof, whether in the possession of AEC or a party engaged by AEC; provided, however, that solely for its internal auditing purposes, AEC may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 10. AEC 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 AEC 's duties and activities hereunder. 10. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for AEC, its officers, employees, agents in the course of performing the Acceptance Testing services to the City (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 AEC or to any other party. Work Product materials shall be delivered to City by AEC as they are generated. 11. Confidential Information. 11.1 Access to Confidential Information. The City may provide AEC or allow AEC 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, utility usage, 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__AEC for any -- purpose other than to perform its duties hereunder. 11.2 No Disclosure. Except as expressly permitted by prior written consent of the City, AEC shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. AEC 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 AEC has delivered all Acceptance Testing to be delivered pursuant to this Agreement. AEC hereby agrees that such Confidential Information and any documents provided may be used by AEC only as authorized by the City. 11.3 Court Ordered Disclosure. AEC 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. AEC may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 11.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in AEC 's possession prior to its acquisition from the City; received in good faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by AEC. 11.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 10. 10 AEC 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. 12. General Provisions. 12.1 Entire Agreement. This Agreement, with Exhibits A and B, each of which is,attached-hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Agreement. This Agreement may be amended or modified only by a written amendment signed by the parties. 12.2 Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 12.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, Agreement, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 12.4 Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 11.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. 11 CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 AEC: APPLIED ENGINEERING CONCEPTS 1105 N. Allen Avenue Pasadena, CA 91104 Attn: Michael Castonguay, P.E., President 12.5 Status of AEC. At all times during the term of this Agreement, AEC shall be an independent contractor. Except as the City may specify in writing, AEC shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. AEC shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 12.6 Insurance. AEC agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. AEC shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. AEC shall not commence performance of its work under this Agreement until the above insurance has been obtained and proof of insurance has been fled with and approved by the City. AEC shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. AEC employs subcontractors as part of the services rendered, AEC' protective coverage is required. AEC may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 12.7 Assignment Prohibited. No party to this Agreement may assign any right or obligation except with the express written consent of the other party; provided, however, that AEC may ptife ase fromother-vendors and manufaettwer-s the n,eeptanee Testing to be delivered by AEC her-etmdmay by written request assign any right to receive monies earned hereunder. 12 12.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Agreement. All other terms and conditions shall remain in full force and effect. 12.9 Time of the Essence. Time is of the essence in the performance of this Agreement. 12.10 Rights and Remedies. The City's rights and remedies under the Agreement are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney to LEONIS C. MALBURG, Mayor APPLIED ENGINEERING CONCEPTS By: Typed Name: Title: By: Typed Name: Title: 13 EXHIBIT 0 I " C3 r1j C-1 rR P T S October 12, 2004 Otis Smith City of Vernon 4305 Santa Fe Avenue, 31d floor Vernon, CA 90058 Proposal No. Q-KJ05-TST: Proposal for acceptance testing for the Malburg Generating Station. Dear Mr. Smith: Thank you for your interest in Applied Engineering Concepts (AEC) in providing your testing needs. Please be reminded that AEC is a Full Member NETA and also an IBEW member, local 11. This proposal defines the terms and conditions of services proposed by Applied Engineering Concepts (AEC) for the City of Vernon. 1.0 Job Site: 1.1 Malburg Generafin Qf.*; g on Vernon, CA Scope: 2.1 r Provide testing laboratory services to include testing equipment, labor and technical supervision to perform testing in compliance with the latestAcceptance Testing Specifications for ElecWcel Power Distribution Equipment and Systems guideline by the National Electrical Testing Association, Inc., (NETA) and in compliance with the applicable equipment shown on the single line diagram as listed under Equipment. 2.2 Applied Engineering Concepts (AEC) will provide infrared testing using one of the most advanced thermovision cameras on the market at no addjtional charge. The work includes preparation, physical inspection, infrared data collection, data download, data analysis in PC and report preparation on abnormal areas with recommendation for action. 2.3 Reports (Ref. NETA ATS/MTS, Section 5.4) 2.3.1 Submit complete test reports (type written) on all equipment tested. 2.3.2 An additional report summarizing all the test results will also be included. This comprehensive report will discuss results, observations and clearly itemized faulty -equipment, if any. This report will be signed by a registered professional engineer (PE). Value added offerings 3.1 Digitized test forms, data and test report AEC will provide -digitized test data and reports. This maintenance project approach Will provide the City of Vernon with improved interface and communication. In addition, this applied computer technology will facilitate the use ofrelational database and trending analysis. ELECTRICAL ENGINEERING: Tki;rd-par-ty Gertilicatior. TAlifi.* n 05, N. Allen Avenue. PasZldena. CA P1 -,'04 ib(Wl 35,S-3052 Frax (626) Proposal No. Q-KJ05-TST Page 2 of 4 October 12, 2004 3.2 Thermographic infrared survey. This The infrared survey is a cost effective solution to detect loose connection, high resistance contacts due to corrosion, phase current imbalance conditions. The technology is based on the detection of heat through the infrared spectrum. Thermographic monitoring equipment is very sensitive, down to 1 degree C temperature rise compared to adjacent phase. -^ - lfsindWidtecTinicfans o ers'an aiivantage over untra�nedoperators. Ourtechri►cians ' are not only trained in detecting 'hot spots' but can see and detect code violations and potential problems that may not be noticeable with infrared cameras such as rust, openings in panels that might create .electrical shock hazard, and energized conductors that have become loose, etc. 4.0 Equipment: 4.1 Testing will be performed on equipment as referenced.on the single line diagram provided by Power Engineers, drawing numbers El thru E1-8, last revised October 31, 2003. 4.1.1 (3) 69/13.2 KV Transformers 4.1.2 (12) Medium Voltage Circuit Breakers 4.1.3 (1) Grounding System 4.1.4 (10) Medium Voltage Switchgear 4.1.5 (2) Medium Voltage Motor Control Centers 4..1.6 (7) Medium Voltage Starters .4.1.7 (6) 6.9 KV Transformers 4.1.8 (6) 6.9 KV Grounding Resistors 4.1.9 (154) Medium Voltage CT's 4.1.10 (9) Medium Voltage Power Transformers 4.1.11 (9) Generator Relay - ABB Combiflex 4.1.12 (3) SEL-300G Generator Relay 4.IA3 (3) SEL 387 Transformer Differential Relays - 4.1.14 (3) SEL 311 C Relays 4.1.15 (3) SEL 451 Relays 4.1.16 (9) SEL 351 Relays 4.1.17 (7) SEL 701 Relays 4.1.18. (6) Low Voltage Relay Schemes Initials c ) c )� Proposal No. Q-KJ05-TST October 12, 2004 Page 3 of 4 { 4.1.19 (4) Low Voltage Motor Control Centers 4.1.20 (6) Low Voltage Circuit Breakers - 1600 amps 4.1.21 (25) Low Voltage Circuit Breakers - less than 15amps 4.1.22 (63) Low Voltage Starters 4.1.23 (8) Low Voltage Transformers 4.1.24 (30) Surge Arresters (including Power Factor Testing) 3•0 Testing Equipment: (Ref. NETA ATS/MTS-2003, Section 5.3) 5.1 All testing equipment is calibrated as recommended by META. 5.2 AEC calibration program is traceable to the National Institute of Standards and Technology (NIST). 5.3 All testing equipment bear dated calibration labels. 6.0 Scheduling: 6.1 Field work to be performed during regular business hours, and in full eight hour shift(s). Overtime hours available upon request, however, additional fees such as overtime may apply. 7•0 Qualifications: (Ref. NETA ATS/MTS-2003, Section 3) 7•1 AEC is a NETA full membership company. 7.2 AEC's technicians have extensive experiences. The crew leader(s) hold current registered certification in electrical testing to each type of apparatus to be inspected or tested (NETA or NICET certifications). 7.3 AEC is an IBEW member, Local 11. , 7.4 Proof of qualifications such as certificates or licences may be submitted upon request 8.0 Additional Requirements: 8.1 Client must supply and bring power for test equipment within 10' of test area. Power required: 8.1.1 480 Volt, 1 0, 200 Amp - 8.1.2 208 Volt, 1 0, 30 Amp 8.1.3 120 Volt, 1 0„ 20 Amp 8.2 Client must provide all electrical drawings, equipment submittals and specifications prior to start of the test. 8.3 If special software, and/or factory programmable controller is required to test equipment, it shall be provided by customer to AEC at least two weeks prior of testing. 8.4 Work shall be performed in a continuous flow and in accordance to the 'Scheduling' section. Initials ( ) .( )D Proposal No. Q-KJ05-TST Page 4 of 4 October 12,2004 8.5 Electrical equipment to be tested shall be readily accessible. Lift, cranes, etc., if required, shall be the customer's responsibility. 9.0 Exclusions: 9.1 This proposal is limited to Field Acceptance Testing only and does not include shortcircuitand protective device coordination studies. Submittals for Factory test documentation where required will -ba4he-responsibillity of others;"- 9.2 The following equipment are not included: 9.2.1 Generators 9.2.2 Motors 9.2.3 CTG1 and CTG2 Control Modules and Start Motors 9.2.4 Motors and Distribution Panels 10.0 Price: 10.1 We quote a firm price of One Hundred One Thousand Eight Hundred Dollars ($101,800). 10.2 Our quotes are good for sixty days. 11.0 Terms: 1.1.1 Monthly progressive billing. 11.2 Final invoice will be submitted upon completion of our field work. 11.3 This price is not contingent upon receipt of payment from any other source. 11A A service charge of 1.5% per month will be added to all unpaid invoices. 11.5 In the event where billing for services and expenses remains unpaid for more than Ten (10) days, AEC shall have the right to stop performing the services contracted for herein and to withhold drawings and/or reports until all outstanding invoices are paid in full. 11.6 Acceptance of the terms and conditions of this agreement shall constitute your unconditional obligation to make payment directly to AEC and to reimburse AEC for all expenses incurred in collecting, any unpaid balance including, but not limited to, costs and attorney fees. Thank you fbrthis opportunity. If you require further explanation or clarification or need additional information, feel free to call me. Sincerely. Applied Engineering Concepts City of Vernon a California Corporation Signature: Print Name: Title• Date: Michel Castonguay, P.E. President PO Number. Acceptance Testing Specifications for -Electrical Power -.-:Distribution Equipment. and Systems AL TFs� N Z O o These specifications have been developed., by the InterNational Electrical Testing Association for use by electrical power distribution system engineers. © Copyright 2003 InterNational Electrical Testing Association PO Box 687, 106 Stone Street Morrison, CO 80465 Voice:303.697.9441 Facsimile:303.697.8431 E-mail: neta@netaworld.org Web: www.netaworld.org � 3 w a >. b g m I er W"S KWm «m«N Z m . ICD mWmmn 0 m CD 4) m me emmnNm ec oL aUCD m a N Q~ ma >� n oEj m Ej o o e'«a � z m � a�N� °N iV) U F dU') w cZ Cl) Uv cU a)n 0 J cJ J oD W Q r' to �" CO) ui N c C9 o Z O O � E m o o a o u y W c O V N C. N t m Z C U N m m N N O o�v a j O O cW U) W C 7 U w C '— d W12 W ` C C :) G 2) O i� W m U 2/1 DOO) N y U cr N f7 a) R EO N tO ---------- --------- _ ' W4 1 _ CI I s ! o m P _4 0 mW o" I < ¢ I_ o <qo " 1 ,---------------------- - ----- ----- ----- ---------- j hl -1 o I TI------� _ om .27 LL _ I A03 A0 8010tly1N00 A9 IxSM I -3��� A0) AB a0uvtl1N0) AB i I �!';o _ g -m o ; _ I o 1 w� zl i. �a ag u0P•NI I-EE m! Adlk i Qo N N a W 0 c W o i R. LL o = K u � _ o 11 ;r k . -gn T `eggs a_ aW2€ s-� P5I._.Rg N Yaffl5 noY3 VI�0 u6p •iul l^^E' • f- O W 0 � c E W 0. Naomi s a� 2 a m 0 € 7U Z cc �� m� O a . ,o v C .� C R C C p C ow wE O Q m Q C U d Ci n of v c �a � a W W � B � r B -vY C WOW U. Go W m] WI dr S z '' <Y i �.wY� W z a a rQ ' Y,c k<'9 4 - u dos a <s g a lei o0 tz 3' i � s Q`- HAig H Z N c a O ,o EG1 U) @ N u o c c o f a uy mE 0 C Q Q a.3 V `- C !V N Cq V N r - T9 ^' ,Y�/p `o43Yo "NE `> `*w i R� j aR i 3 ' i T. 1, 92. s�YW , I � as oW ej3 . WO W W Qa - vll W S � N z � H � � Z w o E m`o C C 7 U W O o m o �zY< (i W 7 U tl1 C C fq L°vnCW `� � � U W b 2 0 C 0 0 0 0 e- GN wInR d gs $I I as 8�LLQ I gnu ! g V _N NI j oar._- g= I ^q i iiVIM 8EmW J —� �% m �p�■;ill •p- z-zBt� 'SYIW � a?Ygb @�i CBi1W14o.IWMp.9U9{4:p �� p CW2/CO/11 If140 'A+1 tna[C a F° W aZY o c O U Ne O o a v Ea d o a C U) N 7 U Vl S i? c } w Nm Q =- OU W. CT OI _ 1 ------------- ---INS s ;cn Zo 1 I , q t „ IE ' I 1n gl I v a-M T R - 1 " a„ is Win sWW 1 a_s I I gl ' ; J of I x Gs a! d - '9W lnaCh ID014�a1 9LY91A:6. F$,°.=b-_ _ LOOZ/CO/ll 1llap '9W InaCC • • 0 .. Jkm 1n7.a O�olsl 11/0.7/t007 . 6HS :Kf6g6wAgraecyriecnp7cvl n7.ap Hill __�' gg�-�W o j my m 3 D Z �a� X � =� m . � m n o. T j. 02 oi , I ag I �g ------------------- A F g 0 IZ m is y DO0 y 9 n p g � m - Dm OD a gyp. Ix I v W - a OS Q. 73cv1 In8. Egn @gIxtricolg3Mtlnl.Agn dglfl., il/0p— 0,014 $��#��,x� 4 g I I sloslamigI mg 1 j 8 $ wm Ig OUnioz �U; �< ------,-- ip-( - D ,, jn ^E a - 88 j PAt I v- T y ^o j vvi l g it ono�I _ IN 0 ,I w , ---------------------- B 0. I T4x m>mu- A i z � I I I ' I , m =c m K z 0 t� cn 00( of �(A oo a� oc2 --o a'a��W 0 m€ $ CD 0 ( <30 D z o = m lCL �Il m N C N `0) 0 M(D Z cn Dm EXHIBIT EXHIBIT B INSURANCE SCHEDULE AEC 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 Bodice Injury Propelty Damage Hazards Each Person Each Accident Each Accident ,nutuinuunG L1aumLy Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer II. Liabili General Liability $1,000,000 $2,000,000 $1,0001000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $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 Professional Liability $2,000,000 $2 000.000 $2,000,000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 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. 14 SUPPORTING DOCUMENTS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES (this "Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 4,'(- day of December, 2004, in the City of Vernon, County of Los Angeles, State of California BY AND BETWEEN THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND APPLIED ENGINEERING CONCEPTS (hereinafter referred to as "AEC") 1105 N. Allen Avenue Pasadena, CA 91104 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 WHEREAS, the Malburg Project team has determined that it needs the services of a firm to perform electrical acceptance testing of electrical systems prior to start-up and commercial operation of the Malburg Project in conformance with the standards of the National Electrical Testing Association, Inc. and the City's specifications (hereinafter collectively referred to as the "Acceptance Testing"); and WHEREAS, AEC prepared a proposal dated October 12, 2004 (hereinafter referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference, for the Acceptance Testing; and WHEREAS, AEC represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the Acceptance Testing and perform the services that the City requires, as set forth in 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 AEC to provide for the labor and materials necessary for the Acceptance Testing. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Scope of Services. AEC shall perform its services under the general supervision of the Chief Executive _Officer of the Light & Power Department, or his designee, as identified in the Proposal attached as Exhibit A. AEC's scope of services is limited to Field Acceptance Testing only and does not include short circuit and protective device coordination studies, submittals for factory test documentation, where required, and the following equipment: generators, motors, CTG1 and CTG2 Control Modules and Start Motors, Motors and Distribution Panels. It is understood and agreed that in the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2. Progress ss Reports. AEC shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the services being performed by AEC under this Agreement. 3. Time of Performance. AEC shall commence and complete the Acceptance Testing as follows: 3.1 Time Schedule. The term of this Agreement shall commence no later than thirty (30) days after the City's issuance of a Purchase Order (the "Commencement Date") to begin performance under this Agreement and shall continue until AEC has completed the work on the items according to the work schedule contained in AEC's Proposal, unless the Agreement is extended upon the written agreement of both parties to this Agreement. Completion of the services to be performed by AEC is expected to be no later than May 31, 2005. Unless performance is excused, as set forth in Paragraph 3.2, AEC's failure to perform the Acceptance Testing within the scheduled time shall constitute a material default of this Agreement, and, among other remedies available to it, the City shall have the option of terminating this Agreement. 2 3.2 Force Majeure. Neither parry shall be considered to be in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightening, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such 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 Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. The Delivery_ Time shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of the Delivery Time by reason of an uncontrollable force shall not justify extra compensation for AEC for administrative or other costs or expenses; provided, however, that if the time for achieving delivery is materially extended by reason of uncontrollable force through no fault of AEC, AEC shall be entitled to an increase in the Compensation, but only in any amount equal to the increase in AEC ' direct cost resulting from such delay. 4. Compensation. The City shall compensate AEC for the Acceptance Testing, as set forth in the Proposal for services performed in a total amount not to exceed One Hundred One Thousand Eight Hundred Dollars and No Cents ($101,800.00). 5. Method Of Payment. Within thirty (30) days after the last day of any month in which services have been performed or costs incurred hereunder, AEC shall submit an invoice to the City stating the amount due AEC. Invoices shall contain an itemization of services rendered, directly related job expenses and subcontractor charges incurred by AEC and for which compensation is due. AEC shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Payment of the invoice shall be made after acceptance and approval by the City within thirty (30) days of receipt. The City's approval of the invoice shall not be unreasonably 3 withheld. 5.1 Billings for Change Orders. Any billings for Change Orders, as defined in Paragraph 8 below, must be billed by separate invoice, with a copy of the applicable Change Order signed by the City attached to the invoice. 5.2 Payment Holds. Notwithstanding anything to the contrary contained herein, the City shall not be obligated to make any payment to AEC if AEC is in default of any of its obligations under this Agreement; any portion of the Acceptance Testing is defective or not in accordance with the terms of this Agreement (provided, however, that payment shall be made as to any portion of the Acceptance Testing that is acceptable to the City); or the conditions required for payment as set forth in Paragraph 5.1 above have not been satisfied. 5.3 Payment is Not Acceptance. Neither payment by the City nor use of the Acceptance Testing by the City shall constitute an acceptance of any Acceptance Testing not in accordance with the terms of this Agreement. 6. AEC' Representations, Warranties, and Covenants. 6.1 Capability. AEC represents to the City that it is qualified, willing, and able to perform the Acceptance Testing. 6.2 Compliance with Law. AEC shall strictly observe and comply with all applicable federal, state, and local laws, ordinances, and regulations governing the performance of the Acceptance Testing, including, but not limited to, the latest Acceptance Testing Specifications for Electrical Power Distribution Equipment and Systems guideline by the National Electrical Testing Association, Inc., and any permit or license requirements of the United States Department of Commerce. 6.3 Authorizations. AEC is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 6.4 Payments to Third Parties. AEC shall promptly pay all bills for labor and materials furnished by others in connection with this Agreement. 7. Indemnification. 7.1 AEC' lndemnify. To the fullest extent permitted by law, AEC shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees 4 from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of AEC or its employees or agents in the delivery of Acceptance Testing under this Agreement, 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 Agreement. The obligations in this Paragraph are in addition to AEC' duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by AEC. 7.2 Indemnity Process. The City shall notify AEC in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, AEC shall assume the defense of such claim with counsel reasonably satisfactory to City. If AEC fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by AEC would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of AEC . Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. AEC shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 8. Change Orders. The City reserves the right to make additions to or deletions from the Acceptance Testing being purchased under this Agreement. All such changes shall be incorporated in written change orders executed by the City. The Change Orders shall specify the changes ordered and the adjustment of prices, delivery schedules and warranties. Any Acceptance Testing or services added to this Agreement under a Change Order shall be subject to all of the terms and conditions of this Agreement, except as otherwise set forth in the Change Order. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order signed by the Chief Executive Officer of the Light & Power Department. 9. Termination of the Agreement. 9.1 Right of Termination. This Agreement may be terminated by the City, with or without cause, upon at least fifteen (15) calendar days' written notice delivered to AEC. 9.2 Termination by City Without Cause. In the event of termination by the City without cause, AEC shall be compensated for all Acceptance Testing 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 AEC directly attributable to termination which could not reasonably have been avoided and for which AEC 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. 9.3 Termination by the City for Cause or by AEC without Cause. If AEC breaches this Agreement, the City shall notify AEC in writing of said breach and if AEC has not cured or begun reasonable efforts to cure within fifteen (15) calendar days of delivery of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Agreement on the 15t' day following delivery of notice to AEC for cause. AEC shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Acceptance Testing cancelled pursuant to this Paragraph 9.3. If this Agreement is terminated by the City with cause, or terminated by AEC without cause, the City shall pay AEC for all Acceptance Testing 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 AEC 's default and for any reason described as a justification for a payment hold as set forth in Paragraph 5.2. C 9.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 9.2 or 9.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this Agreement, except for its obligations under Paragraph 9.5 below, AEC shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 6, 7, 9, 10, 11, 12.2, 12.3, 12.4, and 12.10 shall survive the termination of this Agreement. 9.5 Delivery of Work Product and Documentation. Within three (3) business days after any termination of this Agreement, AEC shall deliver to the City all Work Product (as defined in Paragraph 10) and all documentation pertaining to this Agreement and any and all copies thereof, whether in the possession of AEC or a party engaged by AEC; provided, however, that solely for its internal auditing purposes, AEC may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 11. AEC 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 AEC 's duties and activities hereunder. 10. Work Product. All finished or unfinished documents, plans, designs, drawings, data, databases, studies, surveys, maps, models, photographs, reports and other materials, in whatever form or medium, prepared by or for AEC, its officers, employees, agents in the course of performing the Acceptance Testing services to the City (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 AEC or to any other party. Work Product materials shall be delivered to City by AEC as they are generated. 11. Confidential Information. 11.1 Access to Confidential Information. The City may provide AEC or allow AEC 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 7 City, tax information, utility usage, 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 AEC for any purpose other than to perform its duties hereunder. 11.2 No Disclosure. Except as expressly permitted by prior written consent of the City, AEC shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. AEC 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 AEC has delivered all Acceptance Testing to be delivered pursuant to this Agreement. _AEC hereby agrees that such Confidential Information and any documents provided may be used by AEC only as authorized by the City. 11.3 Court Ordered Disclosure. AEC 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. AEC may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 11.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in AEC 's possession prior to its acquisition from the City; received in good faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by AEC. 11.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 11. AEC 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. 12. General Provisions. 12.1 Entire Agreement. This Agreement, with Exhibits A and B, each of which is attached hereto and incorporated herein by this reference, represents the entire and integrated agreement between the parties hereto, and supersedes and replaces all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in this Agreement. This Agreement may be amended or modified only by a written amendment signed by the parties. 12.2 Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 12.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to this Agreement or the relationship of the parties or their rights or duties in connection with the matters set forth in this Agreement, whether sounding in tort, Agreement, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 12.4 Notices. All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 12.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst City Administrator 4305 Santa Fe Avenue Vernon, CA 90058-0805 E AEC: APPLIED ENGINEERING CONCEPTS 1105 N. Allen Avenue Pasadena, CA 91104 Attn: Michael Castonguay, P.E., President 12.5 Status of AEC. At all times during the term of this Agreement, AEC shall be an independent contractor. Except as the City may specify in writing, AEC shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. AEC shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 12.6 Insurance. AEC agrees to provide insurance in the amounts and forms specified in Exhibit B, which is attached hereto and incorporated by reference. AEC shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. AEC shall not commence performance of its work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. AEC shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. AEC employs subcontractors as part of the services rendered, AEC' protective coverage is required. AEC may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. 12.7 Assignment Prohibited. No party to this Agreement may assign any right or obligation except with the express written consent of the other party; provided, however, that AEC may by written request assign any right to receive monies earned hereunder. 12.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a -court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent 10 required to make such provision valid and enforceable, and if necessary, severed from this Agreement. All other terms and conditions shall remain in full force and effect. Agreement. 12.9 Time of the Essence. Time is of the essence in the performance of this 12.10 Rights and Remedies. The City's rights and remedies under the Agreement are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by and through their authorized officers on the date, month and year first written above. ATTEST: Bruce V. Malkenhorst, City Clerk APPRO D A O ORM Eric T. Fresch, City Attorney 11 CITY OF VERNON By: LEONIS C. MAL G, Mayor APPLIED ENGINEERING CONCEPTS By: TyI Tit] October 12, 2004 Otis Smith City of Vernon 4305 Santa Fe Avenue, 314 floor Vernon, CA 90058 Proposal No. O-KJ05-TST: Proposal for acceptance testing for the Maiburg Generating Station." Dear Mr. Smith: Thank you for your interest in Applied Engineering Concepts (AEC) in providing your testing needs: Please be reminded thatAEC is a Full Member NETA and also an IBEW member. -local 11. This proposal defines the terms -and conditions of services proposed by Applied Engineering Concepts (AEC) for the City of Vernon. Job Site: 1.1 Maiburg Generating Station Vernon, CA Scope: 2.1 Provide testing laboratory services to include testing equipment, labor and technical supervision to perform testing in compliance with the IatestAcceptance Testing Specifications for Electrical Po wet Distdbuiim Equipment and Systems guids fin 9 by the National Electrical Testing Association, Inc., (NETA) and in compliance with the applicable equipment shown on the single line diagram as listed under Equipment. 2.2 Applied Engineering Concepts (AEC) will provide infrared testing using one of the .most advanced thermovision cameras on the market at no additional charge. The work includes preparation, physical inspection, infrared data collection, data download, data analysis in PC and report preparation on abnormal areas with recommendation for action. 2.3 Reports (Ref. NETA ATS/MTS, Section 5A) 2.3.1 Submit complete test reports (type written) on all equipment tested. 2.3.2 An additional report summarizing all the test results will also be included. This comprehensive report will discuss results, observations and clearly itemized faulty equipment, if any. This report will be signed by a registered professional engineer . (PE). Value added offerings 3.1 Digitized test forms, data and test report AEC will provide -digitized test data and reports. This maintenance project"approach will provide the City of Vernon with improved interface and communication. In addition, this applied computer technology will facilitate the use of relational database and trending analysis. ELECTRICAL Et3GlEwF_EF#tNG: 7"17kerci-Pat-2 r `Jesigr; TeJ le'"T��`s_t OsisCli7in :o Allen Avencje. ... CA. 9 t_h 2f:: `: S-.-1 0.. 2 {>y llli; � ..-.: 0S< Fax '.E <E)J g8-J :.�, Proposal No. Q-KJ05-TST Page 2 of 4 October 12, 2004 3.2 Thermographic infrared survey. This The infrared survey is a cost effective solution to detect loose connection, high resistance . contacts due to corrosion, phase current imbalance conditions. The technology is based on the detection of heat through the infrared spectrum. Thermographic monitoring equipment is very sensitive, down to 1 degree C temperature rise compared to adjacent phase. - -` AJWng=our trained teahnicisns offers an -advantage over unTrafned operators." Our technicians are not only trained in detecting `hot spots" but can see and detect code violations and potential problems that may not be noticeable with infrared cameras such as rust, openings in panels that might create .electrical shock hazard, and energized conductors that have become loose, etc. 4.0 Equipment• 4.1 Testing will.be performed on equipment as referenced.on the single line diagram provided by Power Engineers, drawing numbers E1-1 thru E1-8, last revised October 31, 2003. 4.1.1 (3) 69/13.2 KV Transformers 4.1.2 (12) Medium Voltage Circuit Breakers 4.1.3 (1) Grounding System 4.1A (10) Medium Voltage Switchgear i' 4.1.5 (2) Medium Voltage Motor Control Centers 4.1.6 (7) Medium Voltage Starters 4.1.7 . (6) 6.9 KV Transformers 4.1.8 (6) 6.9 KV Grounding Resistors 4.1.9 (154) Medium Voltage crs 4.1.10 (9) Medium Voltage Power Transformers 4.1.11 (9) Generator Relay - ABB Combiflex 4.1.12 (3) SEL 300G Generator Relay 4.1.13 (3) SEL 387 Transformer Differential Relays 4.1.14 (3) SEL 311 C Relays 4.1.15 (3) SEL 4.51 Relays 4.1.16 (9) SEL 351 Relays 4.1.17 (7) SEL 701 Relays 4.1.18. (6) Low Voltage Relay Schemes Initials ( ) ( )Oa Proposal No. Q-KJ05-TST October 12, 2004 Page 3 of 4 4.1.19 (4) Low Voltage Motor Control Centers 4.1.20 (6) Low Voltage Circuit Breakers -1600 amps 4.1.21 (25) Low Voltage Circuit Breakers - less than 15amps 4.1.22 (63) Low Voltage Starters 4.1.23 (8) Low Voltage Transformers 4.1.24 (30) Surge Arresters (including Power Factor Testing) 5.0 Testing Equipment: (Ref. NETA ATS/MTS-2003, Section 5.3) 5.1 All testing equipment is calibrated as recommended by NETA. 5.2 AEC calibration program is traceable to the National. institute of Standards and Technology (NIST). 5.3 All testing equipment bear dated calibration labels. 6.0 Scheduling: 6.1 Field work to be performed during regular business hours, and in full eight hour shift(s). Overtime hours available upon request, however, additional fees such as overtime may apply. 7.0 Qualifications: (Ref. NETA ATS/MTS-2003, Section 3) 7.1 AEC is a NETA fullmembership company. 7.2 AEC's technicians have extensive experiences. The crew leader(s) hold current registered certification in electrical testing to each type of apparatus to be inspected or tested (NETA or NICET certifications). 7•3 AEC is an IBEW member, Local 11. . 7.4 Proof of qualifications such as certificates or licences may be submitted upon request. 8.0 Additional Requirements: 8.1 Client must supply and bring power for test equipment within 10' of test area. Power required: 8.1.1 480 Volt, 1 40, 200 Amp - 8.1.2 . 208 Volt, 1 it, 30 Amp 8.1.3 120 Volt, 1 C.20 Amp 8.2 Client must provide all electrical drawings, equipment submittals and specifications prior to start of the test. 8.3 If special software, and/or factory programmable controller is required to test equipment, it shall be provided by customer to AEG at least two weeks prior of testing. 8.4 Work shall be performed in a continuous flow and in accordance to the 'Scheduling' section. Initials Proposal No. Q-KJ05-TST Page 4 of 4 October 12, 2004 8.5 Electrical equipment to be tested shall be readily accessible. Lifts, cranes, etc., if required, shall be the customer's responsibility. 9.0 Exclusions: 9.1 This proposal is limited to Field Acceptance Testing only and does not include short circuitand protective, device coordination studies. Submittals for Factory test documentation where required will be=the-responsibility-of others: 9.2 The following equipment are not included: 9.2.1 Generators_ 9.2.2 Motors 9.2.3 CTG1 and CTG2 Control Modules and Start Motors 9.2.4 Motors and Distribution Panels 10.0 Price: 10.1 We quote a firm price of One Hundred One Thousand Eight Hundred Dollars ($101,800). 10.2 Our quotes are good for sixty days. 11.0 Terms: l.1.1 Monthly progressive billing. 11.2 Final invoice will be submitted upon completion of our field work. l 11.3 This price is not contingent upon receipt of payment from any other source. 11.4 A service charge of 1.5% per month will be added to all unpaid invoices. 11.5 In the event where billing for services and expenses remains unpaid for more than Ten (10) days, AEC shall have the right to stop performing the services contracted for herein and to withhold drawings and/or reports until all outstanding invoices are paid in full. 11.6 Acceptance of the terms and conditions of this agreement shall constitute your unconditional obligation to make payment directly to AEC and to reimburse AEC for all expenses incurred in collecting any unpaid balance including, but not limited to, costs and attorney fees. Thank you forthis opportunity. If you require further explanation or clarification or need additional information, feel free to call me. Sincerely, Applied Engineering Concepts City of Vernon a California Corporation Signature: Print Name: Title: Date: Michel Castonguay, P.E. President PO Number: Acceptance Testing Specifications for Electrical Power -Distribution Equipment and Systems ALCA z O These specifications have been developed-.. by the InterNational Electrical Testing Association for use by electrical power distribution system engineers. ® Copyright 2003 InterNational Electrical Testing Association . 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Coverage and Limits Hazards Automobile Liability Bodily Injury Property Damage Each Person Each Accident Each Accident Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Hired Automobiles $ 500,000 $1,000,000 $ 500,000 Non -Owned Automobiles $ 500,000 $1,000,000 $ 500,000 Workers' Compensation $ Statutory Employers' Liability $1,000,000 per employer II. Liability General Liability $1,000,000 $2,000,000 $1,000,000 Premises Operations $1,000,000 $2,000,000 $1,000,000 Independent Contractor $1,000,000 $2,000,000 $1,000,000 Products - Completed Operations $1,000,000 $2,000,000 $1,000,000 Contractual Liability $1,000,000 $2,000,000 $1,000,000 Umbrella Liability $2,000,000 $2,000,000 $2,000,000 a. The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: 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.