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Resolution No. 85991 2 3 4 5 6 7 8 9 10 11 12 13 14 15 1'6 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8599 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 ONYX PRE - COMMISSIONING SERVICES, INC. FOR THE MALBURG GENERATING STATION PROJECT WHEREAS, the City of Vernon ("City") is constructing a 134 MW Combined Cycle Power Plant, the Malburg Generating Station (the "Malburg Project"), for the purpose of installing additional generating capacity that will yield an efficient, cost-effective, and reliable source of electric generation to the City's inhabitants; and WHEREAS, on July 16, 2003, the City Council of the City of Vernon adopted Resolution No. 8252 with the intention of expediting the purchase of supplies and services for the Malburg Project; and WHEREAS, the City has determined that it needs the services of a firm to perform chemical cleaning, waste management, hauling and disposal, steam blowing, flushing and air blowing in conformance with the standards of Alstom Power and the City's specifications (hereinafter collectively referred to as the "Cleaning and Flushing Commissioning"); and WHEREAS, Onyx Industrial Services, Inc., through Onyx Pre - Commissioning Services, Inc. ("Onyx"), submitted a proposal dated October 7, 2004, to provide the Cleaning and Flushing Commissioning; and WHEREAS, the City has determined that Onyx possesses the technical knowledge and expertise to furnish the Cleaning and Flushing Commissioning for the Malburg Project; and 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 WHEREAS, on November 17, 2004, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of Finance, dated November 10, 2004, that an agreement with Onyx Pre - Commissioning Services, Inc. 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 Onyx. 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 Onyx Industrial Services, Inc., in substantially the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement 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 Agreement to: Onyx Industrial Services, Inc. Attn. Tom Clanton 1980 N. Hwy. 146 LaPorte, TX 75571 - 2 - 1 SECTION 5: The City Clerk of the City of Vernon shall 2 certify to the passage of this resolution, and thereupon and 3 thereafter the same shall be in full force and effect. 4 APPROVED AND ADOPTED this 17th day of November, 2004. 5 6 C LEONIS C. MAL URG, Ma or 8 ATTEST: 9 10 11 BRUCE V. MALKENHORST, City Clerk 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - 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. 8599, 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 17, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) X/-Q-- , %' /- '-;� , �"-- - - ,, BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 DRAFT AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT (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 17t' 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 ONYX INDUSTRIAL SERVICES, INC. (hereinafter referred to as "Onyx") 3018 North Hwy 146 Baytown, TX 77520 RECITALS WHEREAS, the 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; and WHEREAS, the City has determined that it is in the best interest of the Malburg Project that the City retain the services of a firm to perform (a) chemical cleaning of two HSRG piping systems and pre -boiler system; (b) waste management/hauling/disposal of up to 130,000 gals.; (c) steam blowing of HP and LP steam systems; (d) flushing of the lube oil piping for two Alstom GTX100 combustion turbines and one Alstom MP24 steam turbine; and (d) air blowing of the fuel gas system (collectively, the "Cleaning and Flushing Commissioning") for the benefit of the Malburg Project; and WHEREAS, Onyx has prepared a proposal dated October 7, 2004 for the services, equipment and materials necessary for the Cleaning and Flushing Commissioning, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the "Proposal", 1 which Proposal includes Rev. 00 of October 7, 2004 and Alstom Standards (STI-number 5100- 01E, STI-number 3300-01E, and STI-number 3200-04E, a copy of which is attached to the Proposal); and WHEREAS, Onyx represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the equipment and perform the services that the City requires, as set forth in this Agreement, the Proposal, and the Specifications, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Cleaning and Flushing Commissioning has been competitively bid, and Onyx's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Onyx to provide for the Services as defined below, necessary for the Cleaning and Flushing Commissioning on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The Work. 1.1 Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement: 1.1.1 Agreement Documents. The term "Agreement Documents" as used herein shall mean and refer to and include this Agreement, the Proposal, and all other exhibits and attachments hereto and thereto, as well as amendments and modifications hereto and thereto that are approved in writing by the parties, and authorized Change Orders (as defined below) that are signed by the parties. All of these documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated herein. In the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2 This Agreement includes Exhibits A through C, each of which is attached hereto and incorporated herein by its reference and is a part of this Agreement. 1.1.2 Project. The Project is the Cleaning and Flushing Commissioning. 1.1.3 Site. The Site shall be the Malburg Generating Station at 2715 E. 500' Street in the City of Vernon, California. 1.1.4 Substantial Completion. Substantial Completion shall mean the date on which all Work is substantially completed in accordance with the Agreement Documents and all applicable statutes, laws, regulations, and other legal authorities; all testing has been completed and accepted by the City (including any additional testing that the City elects to perform, at the City's cost); all documentation required under the Agreement Documents has been provided to and accepted by the City; and all authorizations, certificates, and permits required in order for the City to use the Work have been obtained and complied with, such that the City can utilize the Work for its intended use, subject only to completion of minor, punch list items that do not affect the usability of the Project. 1.1.5 Work. The Work comprises the Cleaning and Flushing Commissioning required by the Agreement Documents or reasonably inferable therefrom and includes all of the Services to be performed by Onyx or any of its employees, agents, contractors, or subcontractors under the terms of the Agreement Documents. 1.1.6 Services. Onyx shall perform or cause to be performed all the work required by the Agreement Documents or reasonably inferable therefrom for the Cleaning and Flushing Commissioning (the "Services") 1.2 Equipment/OM Equipment. Onyx shall obtain the use of all equipment necessary to perform the Services, including, without limitation, trucks, forklifts, cranes, etc. 3 (collectively, the "Onyx Equipment"), and the cost of obtaining and using the Onyx Equipment is included in the Agreement Sum, as defined below. 1.3 Om's Obli ations. Onyx has represented to the City that it is qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary contained in this Agreement, the City and Onyx agree and acknowledge that the City is entering into this Agreement in reliance on Onyx's special and unique abilities with respect to performing the Services. Onyx accepts the relationship of trust and confidence established between it and the City by this Agreement. Onyx shall use its best efforts, skill, judgment and abilities to further the interests of the City in accordance with the City's requirements and procedures. In that connection, Onyx represents, covenants and agrees as follows: 1.3.1 Permits. Onyx will be solely responsible for obtaining all required permits, authorizations, and consents required from all governmental or quasi -governmental authorities in connection with the Work. The cost of obtaining the permits, authorizations, and consents is included in the Agreement Sum; provided, however, that, the City shall be liable for the actual costs of any permits or fees imposed by any governmental or quasi -governmental agency. 1.3.2 Compliance with Law, Defects. All Services performed, documents prepared, and Equipment provided by Onyx will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects. If any of the Services or equipment are not acceptable to the City, Onyx shall promptly re -perform such Services or repair or replace such equipment without cost or expense to the City. 1.3.3 Skill and Experience. The Services shall be performed using the degree of skill and judgment and shall be of the standard and quality which prevail among recognized professionals who provide similar services for similar projects throughout the United States. Onyx possesses a high level experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity and nature of this Project, and it will perform the Services with the care, skill and diligence of such a contractor. 1.3.4 No Release. Onyx's duties shall not be diminished by reason of any approval by the City, nor shall Onyx 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 Onyx's skills and knowledge. 1.3.5 Authorizations. Onyx is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws. Each subcontractor shall be licensed as a subcontractor under California law. 1.3.6 Due Diligence. Onyx (a) has fully inspected the Site and is familiar with the local and special conditions under which the Work is to be performed, (b) has thoroughly reviewed the Agreement Documents, (c) has determined that the Agreement Documents are sufficiently detailed to determine the Agreement Sum, (d) agrees that the Agreement Sum is adequate and reasonable compensation for all the Work and Onyx's assumption of all foreseeable risks, hazards, and conditions in connection with the Work, and (e) has determined that the Project can be completed in accordance with the Agreement Documents. 1.3.7 Ca abili . Onyx and all subcontractors are financially solvent and possessed of sufficient working capital to complete the Work and perform all obligations hereunder. Onyx is able to furnish the tools, equipment, supplies, materials and labor required to complete the Work and perform its obligations hereunder. The foregoing representations, covenants, and agreements shall survive any termination of this Agreement and final completion of the Cleaning and Flushing Commissioning and are in addition to, and not in lieu of, any and all other liability imposed upon Onyx by law with respect to Onyx's duties, obligations and performance hereunder. 2. Time of Performance. Onyx shall commence and complete the Cleaning and Flushing Commissioning as follows: 2.1 Time Schedule. Onyx shall begin to perform the Services (including entering into any Agreements as required to accomplish the Work) upon the full execution of this Agreement (the "Commencement Date"). Onyx shall diligently prosecute the work and achieve Substantial Completion no later than "': (the "Substantial Completion Date") The time between the Commencement Date and the Substantial Completion Date shall be the "Agreement Time". In addition to achieving the Substantial Completion Date, Onyx shall be obligated to accomplish the milestones described in the Progress Schedule by the dates set forth in the Progress Schedule, as defined in Paragraph 7.8 below. 2.2 Inability to Meet Time Schedule. Except if performance is excused, as set forth in Paragraph 2.3 below, Onyx's failure to complete the Services within the Agreement Time, or Onyx's failure to achieve the milestones by the dates set forth in the Progress Schedule, as defined in Paragraph 7.8 below, shall constitute a material default of this Agreement, and, 3 among other remedies available to it, including those set forth in this Paragraph 2, the City shall have the option of terminating this Agreement. 2.3 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 time required to achieve Substantial Completion or a milestone shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of time for achievement of Substantial Completion by reason of an uncontrollable force shall not justify extra compensation for Onyx for administrative or other costs or expenses; provided, however, that if the time for achieving Substantial Completion is materially extended by reason of uncontrollable force through no fault of Onyx, Onyx shall be entitled to an increase in the Agreement Sum, but only in any amount equal to the increase in Onyx's direct cost resulting from such delay. 2.4 Onyx's Delay. If the City determines that the performance of the Work has not progressed or reached the level of completion required by the Agreement Documents so 7 as to achieve the timely and orderly completion of the Work by the date for Substantial Completion, the City shall have the right to order Onyx to take corrective measures deemed necessary or desirable by the City to expedite the progress of construction (and Onyx hereby covenants to perform such corrective measures), including (a) working additional shifts of overtime, (b) supplying additional manpower, equipment and facilities, and (c) other similar measures (collectively, the "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Agreement Documents. The City's right to require Extraordinary Measures is solely for the purpose of ensuring Onyx's compliance with the milestones and the date of Substantial Completion. 2.4.1 Agreement Sum. Onyx shall not be entitled to any adjustment in the Agreement Sum in connection with Extraordinary Measures required by the City under this Paragraph 2.4. 2.4.2 Exercise of Right. The City may exercise its rights under this Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Onyx's performance of the Work will comply with the completion date set forth in the Agreement Documents. 2.4.3 Further Rights. If the City determines, in its sole discretion, that Onyx's corrective measures are not sufficient to expedite the progress of the Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to Onyx, to take such corrective measures itself, in which event the City may deduct its costs and expenses with respect to such corrective measures from the amounts due to Onyx under the Agreement Documents. 3. Agreement Sum. 3.1 Agreement Sum. As full and complete compensation for all Services (including Onyx Equipment) provided by Onyx and its agents and subcontractors, if any, the City shall pay to Onyx, subject to additions and deductions by Change Order as provided in the this Agreement, the amount of Three Hundred Eleven Thousand Seven Hundred Twenty Dollars ($311,720.00) (the "Agreement Sum"). Except for costs to be borne by the City, as described in this Agreement, and except for authorized Change Orders signed by the City, the City is under no obligation to compensate Onyx for Work, Equipment, Onyx Equipment, Services, or fees incurred under this Agreement in excess of the Agreement Sum, and no reference to time and materials charges in the Proposal shall mean that there is any obligation by the City to pay any amount in excess of the Agreement Sum for any work described in, or reasonably inferable from, the Agreement Documents. 3.2 Costs in Excess of Agreement Sum. If the actual cost of the Work exceeds the Agreement Sum, as adjusted for changes in the Work which have been approved in writing by City, Onyx shall pay such excess from its own funds, and the City shall have no liability for the payment of all or any part of the excess. 4. Payment Terms. 4.1 Application for Payment. On or before the fifteenth day of each month during the performance of the Work, Onyx shall submit to Sam Grossman, the MGS Project Manager (the "Project Manager"), for approval by Project Manager and the City, an itemized Application for Payment certified as true and correct by Onyx's representative, in form and substance acceptable to the City and Project Manager, supported by such data substantiating Onyx's right to payment as the City may require. Such Application shall cover all Work completed during the previous calendar month, and shall: 4.1.1 set forth in reasonable detail the costs and expenses incurred or paid by Onyx during the immediately preceding calendar month to any subcontractor, materialman, employee or laborer for services actually performed and for materials actually incorporated in the Work (or suitably stored on the Site); 4.1.2 show the names of contractor, subcontractors and materialmen to be paid and the amount to be paid to each; 4.1.3 set forth the total amount of expenditures to date and the total estimated expenditures to be made for the remaining balance of the Work; 4.1.4 set forth the total amount of retainage to be held by the City pursuant to Paragraph 4.3.1 of this Agreement; and 4.1.5 be accompanied by copies of invoices, payrolls, equipment rental schedules, affidavits, and such other evidence as City may require to support the Application for Payment submitted by Onyx. 4.2 Certificate for Payment. Project Manager shall, within seven (7) days after the receipt of Onyx's Application for Payment, either issue a Certificate for Payment to City, with a copy to Onyx, for such amount as Project Manager determines is properly due, or notify Onyx in writing his reasons for withholding a Certificate as provided in Paragraph 4.3.2 below. 4.3 Progress ss Pa r�i en_ts. 4.3.1 Payment by Qi1y. Not later than thirty (30) days following City's receipt of the Certificate for Payment from Project Manager, the City shall pay to Onyx the amount of ninety percent (90%) of the amount set forth in the Certificate of Payment properly 10 allocable to labor, materials and equipment incorporated in the Work or suitably stored at the Site, for the period covered by the Application for Payment, less the aggregate of previous payments made by the City and less any amounts withheld for a reason set forth in Paragraph 4.3.2 below. 4.3.2 Payment Holds. Project Manager may decline to certify payment and may withhold his Certificate in whole or in part, to the extent necessary to protect the City, if in his opinion the Work has not progressed to the point indicated or the quality of the Work is not in accordance with the Agreement Documents. Project Manager may also decline to certify payment because of: (a) defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Onyx to make payments properly to Subcontractors or for labor, materials or equipment; (d) reasonable evidence that the Work cannot be completed for the unpaid balance of the Agreement Sum; (e) damage to City or another Contractor; (f) reasonable evidence that the Work will not be completed within the Agreement Time; or (g) Onyx's default hereunder or other failure to carry out the Work in accordance with the Agreement Documents. 11 4.4 Terms re Payments. 4.4.1 Title to City. Onyx warrants that title to all Work, materials and Equipment covered by an Application for Payment will pass to the City either by incorporation in the construction or upon the receipt of payment by Onyx, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any material will retain an interest therein or an encumbrance thereon. 4.4.2 Payments to Subcontractors. Onyx shall be solely responsible for paying all sums due to subcontractors used in the performance of the Work. Except in the event that the City has failed to make payments to Onyx under the terms set forth in this Agreement, Onyx shall indemnify, defend, protect, and hold harmless the City and its elected officials, officers, and employees from and against any claims made by any other subcontractors, employees, or agents of Onyx alleging that such parties have not been paid for any equipment provided or Services performed in connection with the Work. Such indemnity shall including all costs and expenses of defense, including, without limitation, reasonable attorneys' fees and costs, and court costs. Applications for Payment may not include requests for payment of amounts Onyx does not intend to pay to a subcontractor or material supplier because of a dispute or other reason. 4.4.3 Payment is Not Acceptance. No Certificate for Payment, nor any progress payment, nor any use of the Project by City, shall constitute an acceptance of any Work not in accordance with the Agreement Documents. 5. Substantial Completion/Final Payment. 5.1 Substantial Com len tion. When Onyx considers that the Work is substantially complete as defined in Paragraph 1.1.5, Onyx shall notify City and Project Manager 12 thereof. If Project Manager and City determine that the Work is substantially complete, Project Manager will prepare a Certificate of Substantial Completion, which shall (a) establish the date of Substantial Completion, (b) list all immaterial items that will not interfere with City's utilization of the Work for its intended purpose (such final list approved by City being referred to herein as the "Punch List"), (c) fix the time within which Onyx shall complete all items on the Punch List, and (d) certify that the Work has been substantially completed in a good and workmanlike manner, in substantial accordance with the Agreement Documents and in compliance with all applicable laws 5.2 Further Payment. Upon Substantial Completion of the Work and upon application by Onyx and certification by Project Manager, as provided in Paragraph 4.2 above, City shall make any payment required to ensure that Onyx has received 90% of the Agreement Sum, less such amounts as the Project Manager may determine for all incomplete Work and unsettled claims. 5.3 Final Payment. Final payment, constituting the entire unpaid balance of the Agreement Sum, shall be paid by the City to the Onyx when (a) the Work, including all Punch List items, has been completed to City's satisfaction; (b) Project Manager has issued and City has approved the final Certificate of Payment; (c) all warranties and guarantees required under the Agreement Documents have been assigned to and accepted the City; and (d) Onyx has submitted to the City (1) data establishing payment satisfaction of all its obligations, such as receipts, (2) a certificate evidencing that the insurance required by Paragraph 16.6 and Exhibit B to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty days' prior written notice has been given to City, and a written statement that such policies will be renewable, and (3) a full set of "as -built" sepias incorporating 13 all the reproducible records, drawings showing changes in the Work made during construction, based on marked -up prints, drawings and other data known by Onyx, and (5) copies of electronic media, if any, including computer tapes, reflecting the final design of the Cleaning and Flushing Commissioning. 5.4 Accountinja Records. Onyx shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement, and shall maintain such books and records for a period of three (3) years after final payment, or for such longer period as may be required by law. 6. The CitRights and Obligations. 6.1 City's Obligations to Provide Utilities, Storage, and Security. The City shall provide, at the City's cost, temporary water, power, and other utilities for the use of Onyx and its subcontractors during the Agreement Time. The City shall also be responsible for security at the Site during the Agreement Time, and shall provide storage facility for equipment used hereunder at no cost to Onyx. 6.2 City's Right to Stop the Work. If Onyx fails to correct defective Work as required by this Agreement, or if Onyx is otherwise in default under the Agreement Documents, the City, by written notice to Onyx, may order Onyx to stop the Work, or any portion thereof, until Onyx has corrected such defective work or cured such default. The City's right to stop the Work shall not impose any duty on City to exercise such right for the benefit of Onyx or any other person or entity. 6.3 City's Right to Carry Out the Work. If Onyx defaults or neglects to carry out the Work in accordance with the Agreement Documents and fails within seven (7) days after receipt of written notice from City to commence and continue correction of such default or 14 neglect with diligence and promptness, City may, without prejudice to any other remedy it may have, make good such deficiencies and deduct from the payments then or thereafter due Onyx the cost of correcting such deficiencies. 7. On 's Rights and Obligations. 7.1 Review of Agreement Documents. 7.1.1 Consistency. Onyx shall compare the Agreement Documents and shall at once report to Project Manager any error, inconsistency or omission Onyx may discover. Provided that Onyx timely reports any such error, inconsistency or omission, Onyx shall not be liable to the City for any damage resulting from any such errors, inconsistencies or omissions in the Agreement Documents, except for such damage arising from Onyx's negligence or willful misconduct. If Onyx performs any activity involving a recognized error, inconsistency or omission in the Agreement Documents without such notice to Project Manager, Onyx shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. City that: 7.1.2 Representations. By executing the Agreement, Onyx represents to (a) The Agreement Documents are sufficiently complete and detailed for Onyx to (1) perform the Work required to produce the results intended by the Agreement Documents, and (2) comply with all of the requirements of the Agreement Documents. (b) The Work required by the Agreement Documents, including all details, means, methods, procedures, 15 sequences and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufacturers, and safety precautions and programs in connection with the Work, is consistent with (1) good and sound practices within the construction industry, (2) requirements of any warranties applicable to the Work, (3) requirements of all laws, regulations or policies of all governmental authorities having jurisdiction over the Project, and (4) requirements of any permit or authorization required for the Project. 7.2 Supervision and Construction Procedures. 7.2.1 Supervision. Onyx shall supervise and direct the Work, using its best skill and attention. Onyx shall be solely responsible for all means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement Documents. Onyx shall review any specified procedure (including those recommended by any product manufacturer). Onyx shall advise Project Manager (a) if the specified procedure deviates from acceptable practice, (b) if following such procedure will affect any warranties, and (c) of any objections which Onyx may have to such procedure. 7.2.2 Responsibility for Conduct. Onyx shall be responsible to City for the acts and omissions of itself, its agents, its employees, subcontractors and subcontractors and their respective agents and employees, and other persons performing any Work under a Agreement with Onyx. 16 7.2.3 No Release. Onyx shall not be relieved from its obligations to perform the Work in accordance with the Agreement Documents either by the activities or duties of Project Manager in his administration of the Agreement, or by inspections, tests or approvals required or performed by persons other than Onyx. 7.2.4 Coordination. Whenever the work of Onyx or a subcontractor is dependent upon the work of other subcontractors, then Onyx shall require the subcontractor to coordinate his work with the others. 7.2.5 Delivery and Storage. All materials and equipment shall be delivered, handled, stored, installed, and protected in accordance with the best current practices in the industry, in accordance with manufacturers' specifications and recommendations, and in accordance with Agreement Document requirements. The term "delivery" in reference to any item specified or indicated, means the unloading and storing of such items with proper protection at the Site. All risk of loss to stored materials and equipment and Onyx Equipment shall be borne by Onyx. Risk of loss or damage shall pass to the City upon completion of Services, testing, and written acceptance by the City. 7.2.6 Confirmation of Dimensions. Before ordering materials and equipment, or performing Work, Onyx shall verify indicated dimensions. If any discrepancy exists, Onyx shall take field measurements required for the proper fabrication and installation of the Work. Upon commencement of any item of Work, Onyx shall be responsible for the dimensions related to such item of Work. 7.3 Labor and Materials. 7.3.1 Onyx's Payment for Work. Unless otherwise provided in the Agreement Documents, Onyx shall provide and pay for all labor, materials, equipment, tools, and 17 machinery, transportation, and other services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Onyx shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 7.3.2 Provision of Workers and Material. Onyx shall furnish an adequate supply of skilled workers and proper materials to perform the Work in the best and most sound manner consistent with the interests of City. 7.3.3 Assignment of Warranties. Onyx shall assign to City at the time of final completion of the Work, or upon any earlier termination of this Agreement, any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such warranties. Onyx shall assemble and deliver to City complete copies of all warranties, guaranties, and operating and maintenance data from all manufacturers whose equipment is installed in the Work. 7.4 Testine. 7.4.1 Equipment. Onyx shall inspect all equipment and will reject any equipment that is defective, with the cost of repair or replacement being the responsibility of Onyx. The City reserves the right to test any and all equipment, regardless of the results of Onyx's testing. In the event that the test results obtained by either Onyx 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, Onyx shall promptly repair or replace any defective equipment. Onyx shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective equipment, including any damage caused to the City's existing equipment and the Vernon Substation or the IN Malburg Project by the installation or use of defective equipment or Services provided by Onyx or its subcontractors. 7.4.2 Costs of Testiniz. Onyx's testing obligations are included in the Agreement Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by an outside laboratory. 7.5 Warranties. 7.5.1 OM's Warranty. Onyx warrants that all materials and equipment will be new and free from defects in materials and workmanship, comply with the Agreement Documents, and be of good quality and merchantability, and fit for their intended purposes; and that all Work will be of good quality, free from faults and defects, in conformance with the Agreement Documents, and performed in a good and workmanlike manner. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by City or Project Manager, Onyx shall furnish satisfactory evidence as to the kind and quality of materials and equipment used on the Project. The term of this warranty is described in Paragraph 9.1, and this warranty shall survive any termination of this Agreement. 7.5.2 Manufacturers' Warranties. Onyx shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and labor, which shall commence upon Substantial Completion. Onyx shall assist the City in the enforcement of all such warranties. 7.6 Taxes. Onyx shall pay all sales, consumer, use, and other similar taxes for the Work or portions thereof provided by Onyx. R 7.7 Permits, Fees and Notices. 7.7.1 Permits. Onyx shall secure all permits, authorizations, consents, and licenses necessary for the proper execution and completion of the Work, including, without limitation, any such permits or authorizations required by the Environmental Protection Agency (EPA) or the Air Quality Management District (AQMD); provided, however, that the City shall be liable for the actual costs of any permits or fees imposed by any such governmental or quasi - governmental agency. 7.7.2 Notices. Onyx shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the Work. If Onyx performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to Project Manager and City, Onyx shall assume full responsibility therefore and bear all costs attributable thereto. 7.8 Progress Schedule. 7.8.1 Schedule. Within _ days after the execution of this Agreement, Onyx shall prepare and submit for City's and Project Manager's approval Onyx's schedule for the Work which shall be attached hereto and made a part hereof as Exhibit C (the "Progress Schedule"). If the parties are not able to reach agreement on the terms of the Progress Schedule. within the above -described time period, the City shall have the right to terminate this Agreement without cause, as described in Paragraph 12.2 below. 7.8.2 Meetings. At City's request, from time to time, Onyx shall hold regular progress meetings with City and Project Manager at the Site. At such meetings, Onyx shall report to City and Project Manager on the progress of the Work and such other matters relating to Onyx's performance under the Agreement Documents as City may request. 20 7.9 Shop Drawings and Samples. Onyx shall review, stamp with its approval, and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the Work or in the work of any other contractor, all Shop Drawings and Samples required by the Agreement Documents or subsequently requested by Project Manager. 7.10 Use of Site. Onyx shall allow Project Manager and the City's authorized representatives access to the Site at all times. Onyx shall confine operations at the Site to the smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment, and shall use its best efforts to not interfere with City's use of other portions of the Site. Onyx shall not commence any Work before coordinating all activities with City, and shall not disrupt the operation of any Site utilities or services without the prior written consent in each instance of City. Onyx at all times shall keep the Site free from accumulation of waste materials or rubbish caused by its operations. At the end of each day and upon completion of the Work, Onyx shall remove all its waste materials and rubbish from and about the Project and the Site, as well as all its tools, construction equipment, machinery and surplus materials, and shall clean the Project and the Site, leaving it in a neat condition. If Onyx fails to clean up upon completion of the Work, City may do so and the cost thereof shall be charged to Onyx and deducted from the Agreement Sum. 7.11 Indemnification. 7.11.1 Onyx's Indemnity. To the fullest extent permitted by law, Onyx 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 21 attributable to the negligent or wrongful acts of Onyx or its subcontractors, employees or agents in the performance of Work or delivery and installation of Equipment 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 Onyx's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Onyx. 7.11.2 Indemnity Process. The City shall notify Onyx in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Onyx shall assume the defense of such claim with counsel reasonably satisfactory to City. If Onyx 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 Onyx 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 Onyx. 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. Onyx 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. 22 WIN 7.13 Personnel. Onyx 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 Onyx. 8. Additional Services/Change Orders. 8.1 Chanize Orders. The City reserves the right to request changes in the Work, which changes are referred to as the "Additional Services". Additional Services may be authorized only by a Change Order signed by the Project Manager and Onyx. If the City requests Additional Services, Onyx shall prepare a proposal specifying a fixed fee adjustment to the Agreement Sum, and, if necessary, an adjustment to the Agreement Time for the requested modification. If Onyx believes Additional Services are appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment to the Agreement Sum and adjustment to the Agreement Time before proceeding with the Additional Services. Onyx shall immediately identify (by written notice to the City) any work requested by the City which Onyx believes to be outside the scope of the Work, as defined in the Agreement Documents, and such notice shall include a proposal specifying the fixed fee adjustment to the Agreement Sum and Agreement Time. 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. If a Change Order increases the Agreement Sum, Onyx shall 23 include the Work covered by such Change Orders in Applications for Payment as if such Work were originally part of the Agreement Documents. The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement of the Additional Services; provided, however, that if the parties are not able to reach agreement on the fee, Onyx shall provide the Additional Services pursuant to the City's written request, and payment shall be governed by the terms of Paragraph 8.2 of this Agreement. 8.2 The City's Directive/Notice of Intent to File Claim. If the parties cannot agree whether or to what extent the modification justifies adjustments to compensation or schedule, Onyx shall nonetheless timely perform the Additional Services, on the written direction of the Project Manager (the "City's Directive"), and Onyx 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 Agreement Sum and Agreement Time and shall be submitted to the City (if at all) prior to commencing performance of the Additional Services. If the notice is timely given, Onyx shall keep and submit to the City on a daily basis a complete breakdown of all costs incurred for the Additional Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and copies of all invoices and delivery tickets for materials used. Onyx's failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable evidence that no adjustment to compensation or schedule is due for the Additional Services. If the cost breakdown and supporting documentation is delivered by Onyx, the parties shall endeavor, in good faith, to reach agreement on the increased cost of the Additional Services and the time adjustment, if any, to the Agreement Time. If the parties are not able to reach VE agreement, the City shall pay to Onyx the undisputed portion of the charges. The basis for establishing the cost of Additional Services, if not otherwise agreed to by the parties, shall be the increased costs (taking into account any offset based on the change) of the following costs that are directly attributable to the change: costs of labor, costs of materials, supplies, and equipment, costs of premiums for all increases in bonds and insurance, and additional costs of supervision and field office personnel. 8.3 Validity of Claim for Changes. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order or City's Directive signed by the Project Manager. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the basis of any claim to an increase in any amounts due under the Agreement Documents or a change in any time period for the Work in the Agreement Documents. 8.4 Minor Changes in the Work. Subject to City's prior approval, Project Manager will have authority to order minor changes in the Work not involving an adjustment in the Agreement Sum or an extension of the Agreement Time and not inconsistent with the intent of the Agreement Documents. Such changes shall be effected by written order, and shall be binding on City and Onyx. Onyx shall carry out such written orders promptly. 8.5 Concealed Conditions. Onyx represents that it has (i) examined all available records and data regarding the Site and the Project, and has from such examination informed itself concerning any conditions to be encountered and all other pertinent matters and conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Agreement 25 Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof. In the event any concealed conditions shall be encountered in the performance of the Work which (a) are not apparent from a thorough visual inspection of the Site, (b) are materially at variance with the conditions indicated by the aforesaid records and data and the Agreement Documents, (c) differ materially from those generally recognized as inherent in work of the character provided for in this Agreement, and (d) cause a material delay in the Work or a material increase of the cost of the Work which cannot be avoided (collectively, "Concealed Conditions"), Onyx shall deliver to City within five (5) days of discovery of the Concealed Conditions a written notice describing in detail the Concealed Conditions and estimating the delay in or increase in cost of the Work caused by such Concealed Conditions (the "Concealed Conditions Notice"). Onyx shall provide such supporting documentation for the Concealed Conditions Notice as the City may require. Any claims of Concealed Conditions not made as specified herein shall be deemed waived. Within fourteen (14) days after receipt of the Concealed Conditions Notice, the City shall either (x) authorize Onyx to proceed with the Work through Construction Change Directive or Change Order, in which case the Agreement Sum and/or Agreement Time shall be adjusted to reflect the increase in actual cost and/or delay caused by the Concealed Conditions, or (y) terminate the Agreement in accordance with Paragraph 12.2. 9. Correction of Work. 9.1 Obligation to Correct Work and Correction Period. Onyx, at its cost, shall promptly correct all Work rejected by Project Manager or the City as defective or as failing to conform to the Agreement Documents, if reported to Onyx before Substantial Completion, or within the later of (a) 18 months after Substantial Completion, (b) such longer period of time as may be prescribed by law, or (c) the terms of the applicable manufacturers' warranty (the 26 "Correction Period"). The City shall give such notice promptly after discovery of the condition. The Correction Period shall be extended with respect to portions of Work first performed after Substantial Completion by the number of days between Substantial Completion and the actual performance of the Work, and a new 18- month Correction Period shall commence for all repaired or replaced items of Work on the date the repair or replacement was made. Onyx's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Work or the repair thereof. Onyx shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Work found to be defective or not in accordance with the Agreement Documents, or (b) the correction of any such Work. Onyx's obligations under this Paragraph 9.1 shall survive acceptance of the Work and the termination or expiration of this Agreement. 9.2 Compliance with Agency Requirements and Law. Onyx's obligation to repair any defective Work shall include the obligation to make any repairs or replacements required to bring the Project into compliance with applicable law and any requirements, permits, or authorizations imposed by any governmental or quasi -governmental agency such as EPA or AQMD. 9.3 City's Remedies. If Onyx fails to correct defective or nonconforming Work as provided in this Paragraph 9, the City may correct it in accordance with Paragraph 6.3. This remedy is in addition to all other remedies available to the City. 10. Protection of Persons and Property. 10.1 Safety of Persons and Property. Onyx shall take all reasonable precautions and conform to all safety provisions and practices for the safety of, and shall provide all 27 reasonable protection to prevent damage, injury or loss to all employees on the Work and all other persons who may be affected thereby. 10.2 Fire Precautions and Protection. Onyx shall take necessary precautions to guard against and eliminate possible fire hazards and prevent damage to the Work, building materials, equipment, temporary field offices, and public and private property. 10.3 Environmental Control. 10.3.1 Compliance with Law. All materials and work procedures used on the Project shall comply with all environmental and air pollution control regulations in effect at the Site. Onyx shall be responsible for obtaining all necessary approvals and certification as to compliance of the materials and work procedures. 10.3.2 Use of Hazardous Materials. Onyx shall not use or cause to be used any hazardous materials, as defined under any applicable federal, state or local law, including asbestos, or asbestos -containing materials, where feasible alternatives exist. In the event that Onyx must use hazardous materials on the worksite or incorporate such materials into the Work, Onyx shall (a) provide the City with copies of all material safety data sheets, (b) use the utmost care in the use, storage, transportation and disposal of such materials, (c) obtain all necessary permits and approvals in connection therewith, and (d) at all times fully comply with all applicable federal, state or local laws in connection with the use, storage, transportation and disposal thereof. 11. Subcontractors. 11.1 Selection of Subcontractors. Those portions of the Work that Onyx does not perform with the Onyx's own personnel shall be performed under subcontract or by other appropriate agreements with Onyx (the "Subcontract"). If the City has a reasonable objection to W any subcontractor, Onyx shall submit a substitute to whom the City has no reasonable objection, and the City and Onyx will negotiate in good faith to increase or decrease the Agreement Sum in order to reflect any change to the cost of Work resulting from the substitution of a new subcontractor. 11.2 Payment to Subcontractors. Onyx shall pay subcontractors based only on Work actually completed, shall make all payments due under each Subcontract at the time those payments become due, and shall hold the City harmless from any loss on account of Onyx's failure to do so. Neither the City nor Project Manager shall have any obligation to pay or to see to the payment of any sums so due to any subcontractor. 11.3 Subcontractor Relations. In each Subcontract, Onyx shall require each subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to Onyx by the terms of the Agreement Documents, and to assume toward Onyx all the obligations and responsibilities which Onyx, by the Agreement Documents, assumes toward the City. Each Subcontract shall (a) preserve and protect the rights of the City and Project Manager under the Agreement Documents with respect to the Work to be performed by the subcontractor so that the subcontract thereof will not prejudice such rights, (b) allow the City the benefit of Onyx's rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event that the City takes over the Work or terminates the Agreement as provided hereunder and the City specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City to at least fifteen (15) days' written notice from the subcontractor of any default by Onyx under the Subcontract and provide the City with the right to cure any such default within said fifteen (15) day period (or, if default is not susceptible of being cured within fifteen days, to commence curing the same and to continue to take action to do so with diligence until the same is cured), 29 and (e) specifically provide that the City is an intended third party beneficiary of such Subcontract. Onyx shall require each subcontractor to enter into similar agreements with its sub - subcontractors. Onyx shall make available to each proposed subcontractor, prior to the execution of the Subcontract, copies of the Agreement Documents to which the Subcontractor will be bound by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of the proposed Subontract which may be at variance with the Agreement Documents. Each subcontractor shall similarly make copies of such Agreement Documents available to its sub - subcontractors. 12. Termination of the Agreement. 12.1 Right of Termination. This Agreement may be terminated by the City or Onyx, with or without cause, upon at least fifteen days written notice to the other party. 12.2 Termination by City Without Cause. In the event of termination by the City without cause, Onyx shall be compensated for all Work performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Onyx directly attributable to termination which could not reasonably have been avoided and for which Onyx 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. 12.3 Termination by the City for Cause or by Onyx without Cause. In the event that Onyx commits a breach of a material condition of this Agreement, the City shall notify Onyx in writing of said breach and if Onyx has not cured or begun reasonable efforts to cure after 30 fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Agreement for cause based on Onyx's default. Onyx shall be responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment or Services cancelled from Onyx. If this Agreement is terminated by the City with cause, or terminated by Onyx without cause, the City shall pay Onyx for all Work performed prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Onyx's default. 12.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 12.2 or 12.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this Agreement, except for its obligations under Paragraph 12.5 below, Onyx shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5, 7.11, 9, 12.5, 13.1, 14, 16.2, 16.3, and 16.4 shall survive the termination of this Agreement. 12.5 Delivery of Work Product. Within three (3) business days after any termination of this Agreement, Onyx shall deliver to the City all Work Product (as defined in Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof, whether in the possession of Onyx or a party engaged by Onyx; provided, however, that solely for its internal auditing purposes, Onyx may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 14. Onyx shall also 31 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 Onyx's duties and activities hereunder. 13. Work Product. 13.1 Work Product Property of City. All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Onyx, its officers, employees, agents and subcontractors in the course of performing the Work under this Agreement (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Onyx or to any other party. Work Product materials shall be delivered to City by Onyx as they are generated. 13.2 Form of Work Product. Work Product produced by Onyx shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner. Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design documents shall be in Microsoft Word format. 14. Confidential Information. 14.1 Access to Confidential Information. The City may provide Onyx and/or its subcontractors with, or allow Onyx 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 32 the City. All such non-public information shall be known as "Confidential Information" and may not be by Onyx for any purpose other than to perform its duties hereunder. 14.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Onyx and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. Onyx 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 Onyx has performed all Work to be performed pursuant to this Agreement. Onyx hereby agrees that such Confidential Information and any documents provided may be used by Onyx and/or its subcontractors only as authorized by the City. Onyx shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 14.3 Court Ordered Disclosure. Onyx 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. Onyx may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 14.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in Onyx'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 Onyx or its subcontractors. 33 14.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 14. Onyx acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 15. General Provisions. 15.1 The Agreement Documents. The Agreement Documents represent the entire and integrated agreement between the parties hereto, and supersede and replace all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in the Agreement Documents. Notwithstanding anything to the contrary in the Agreement Documents, any reference in the Proposal to "misc. clarifications and attachments by Onyx and its other subcontractors" shall refer only to documents that are specifically identified as exhibits to the Proposal or to this Agreement, and are attached to the Proposal or this Agreement. Any reference in the Proposal to any clarifications, agreements, drawings, or documents that are not attached to the Proposal or this Agreement shall not be part of the Agreement Documents. The Agreement may be amended or modified only by a written amendment signed by the parties. Nothing contained in the Agreement Documents shall create any contractual relationship between the City or Project Manager and any other party, including any contractor or subcontractor of Onyx. 15.2 Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 34 15.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to the Agreement Documents or the relationship of the parties or their rights or duties in connection with the matters set forth in the Agreement Documents, 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. 15.4 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 15.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one 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 ONYX: ONYX INDUSTRIAL SERVICES, INC. ONYX Pre -Commissioning Services, Inc. 1980 N. Hwy. 146 LaPorte, TX 77571 Attn: Tom A. Clanton 35 15.5 Status of Onyx. At all times during the term of this Agreement, Onyx shall be an independent Agreementor. Except as the City may specify in writing, Onyx shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Onyx shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 15.6 Insurance. Onyx 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 Agreement. Onyx 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. Onyx shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 15.7 Assignment Prohibited. No party to this Agreement may assign any right or obligation except with the express written consent of the other party; provided, however, that Onyx may enter subcontracts to perform portions of the Work under the terms and conditions of this Agreement, and Onyx may by written request assign any right to receive monies earned hereunder. 15.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent 36 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. 15.9 Time of the Essence. Time is of the essence in the performance of this Agreement and of each and every provision hereof. By executing this Agreement, Onyx confirms that the time set forth herein for completion of the Work, and of specific milestones identified herein, is a reasonable period for performing the Work and accomplishing the milestones. 15.10 Waiver. No action or failure to act by the City, Project Manager, or Onyx shall constitute a waiver of any right or duty afforded any of them under the Agreement Documents, nor shall any such action or failure to act constitute an approval of any breach thereunder, except as may be specifically agreed in writing. 15.11 Rights and Remedies. The City's rights and remedies under the Agreement Documents 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 By: Bruce V. Malkenhorst, City Administrator APPROVED AS TO FORM Eric T. Fresch, City Attorney ONYX INDUSTRIAL SERVICES, INC. 37 Typed Name: Title: By: Typed Name: Title: EXHIBIT B INSURANCE SCHEDULE Onyx 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 jurX 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 $ StatutorX Employers' Liability $1,000,000 per employer H. Liabilily 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_ $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 addendum hereto. b. In addition to the standard certificate of insurance, proof of liability coverage shall be furnished in the form checked below. EXHIBIT "B,, w EXHIBIT "C" PROGRESS SCHEDULE (TO BE SUPPLIED BY ONYX) EXHIBIT "B°° SUPPORTING DOCUMENTS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT (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 March purposes, as of this 7 th day of Junaary, 2005, 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 ONYX INDUSTRIAL SERVICES, INC. (hereinafter referred to as "Onyx") 3018 North Hwy 146 Baytown, TX 77520 RECITALS WHEREAS, the 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; and WHEREAS, the City has determined that it is in the best interest of the Malburg Project that the City retain the services of a firm to perform (a) chemical cleaning of two HSRG piping systems and pre -boiler system; (b) waste management/hauling/disposal of up to 130,000 gals.; (c) steam blowing of HP and LP steam systems; (d) flushing of the lube oil piping for two Alstom GTX100 combustion turbines and one Alstom MP24 steam turbine; and (d) air blowing of the fuel gas system (collectively, the "Cleaning and Flushing Commissioning") for the benefit of the Malburg Project; and WHEREAS, Onyx has prepared a proposal dated October 7, 2004 for the services, equipment and materials necessary for the Cleaning and Flushing Commissioning, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the "Proposal", 4 which Proposal includes Rev. 00 of October 7, 2004 and Alstom Standards (STI-number 5100- 01E, STI-number 3300-01E, and STI-number 3200-04E, a copy of which is attached to the Proposal); and WHEREAS, Onyx represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the equipment and perform the services that the City requires, as set forth in this Agreement, the Proposal, and the Specifications, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Cleaning and Flushing Commissioning has been competitively bid, and Onyx's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Onyx to provide for the Services as defined below, necessary for the Cleaning and Flushing Commissioning on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The Work. 1.1 Certain Definitions. The following terms shall have the following meanings for purposes of this Agreement: 1.1.1 Agreement Documents. The term "Agreement Documents" as used herein shall mean and refer to and include this Agreement, the Proposal, and all other exhibits and attachments hereto and thereto, as well as amendments and modifications hereto and thereto that are approved in writing by the parties, and authorized Change Orders (as defined below) that are signed by the parties. All of these documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated herein. In the event of a conflict between the Proposal and this Agreement, the terms of this Agreement shall prevail. 2 This Agreement includes Exhibits A through C, each of which is attached hereto and incorporated herein by its reference and is a part of this Agreement. 1.1.2 Project. The Project is the Cleaning and Flushing Commissioning. 1.1.3 Site. The Site shall be the Malburg Generating Station at 2715 E. 50d' Street in the City of Vernon, California. 1.1.4 Substantial Completion. Substantial Completion shall mean the date on which all Work is substantially completed in accordance with the Agreement Documents and all applicable statutes, laws, regulations, and other legal authorities; all testing has been completed and accepted by the City (including any additional testing that the City elects to perform, at the City's cost); all documentation required under the Agreement Documents has been provided to and accepted by the City; and all authorizations, certificates, and permits required in order for the City to use the Work have been obtained and complied with, such that the City can utilize the Work for its intended use, subject only to completion of minor, punch list items that do not affect the usability of the'Project. 1.1.5 Work. The Work comprises the Cleaning and Flushing Commissioning required by the Agreement Documents or reasonably inferable therefrom and includes all of the Services to be performed by Onyx or any of its employees, agents, contractors, or subcontractors under the terms of the Agreement Documents. 1.1.6 Services. Onyx shall perform or cause to be performed all the work required by the Agreement Documents or reasonably inferable therefrom for the Cleaning and Flushing Commissioning (the "Services"). 1.2 Eauipment/Onvx Equipment. Onyx shall obtain the use of all equipment necessary to perform the Services, including, without limitation, trucks, forklifts, cranes, etc. 3 (collectively, the "Onyx Equipment"), and the cost of obtaining and using the Onyx Equipment is included in the Agreement Sum, as defined below. City shall be responsible for unloading, reloading and erecting the temporary piping and equipment. Onyx will provide all specialty equipment and piping used for the pre -commissioning services. 1.3 Onyx's Obli ations. Onyx has represented to the City that it is qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary contained in this Agreement, the City and Onyx agree and acknowledge that the City is entering into this Agreement in reliance on Onyx's special and unique abilities with respect to performing the Services. Onyx accepts the relationship of trust and confidence established between it and the City by this Agreement. Onyx shall use its best efforts, skill, judgment and abilities to further the interests of the City in accordance with the City's requirements and procedures. In that connection, Onyx represents, covenants and agrees as follows: 1.3.1 Permits. Onyx will be solely responsible for obtaining all required permits, authorizations, and consents required from all governmental or quasi -governmental authorities in connection with the Work. The cost of obtaining the permits, authorizations, and consents is included in the Agreement Sum; provided, however, that, the City shall be liable for the actual costs of any permits or fees imposed by any governmental or quasi -governmental agency. 1.3.2 Compliance with Law; Defects. All Services performed, documents prepared, and Equipment provided by Onyx will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects. If any of the Services or equipment are not acceptable to the City, Onyx shall promptly re -perform such Services or repair or replace such equipment without cost or expense to the City. 4 1.3.3 Skill and Experience. The Services shall be performed using the degree of skill and judgment and shall be of the standard and quality which prevail among recognized professionals who provide similar services for similar projects throughout the United States. Onyx possesses a high level experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity and nature of this Project, and it will perform the Services with the care, skill and diligence of such a contractor. 1.3.4 No Release. Onyx's duties shall not be diminished by reason of any approval by the City, nor shall Onyx 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 Onyx's skills and knowledge. 1.3.5 Authorizations. Onyx is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws. Each subcontractor shall be licensed as a subcontractor under California law. 1.3.6 Due Diligence. Onyx (a) has fully inspected the Site and is familiar with the local and special conditions under which the Work is to be performed, (b) has thoroughly reviewed the Agreement Documents, (c) has determined that the Agreement Documents are sufficiently detailed to determine the Agreement Sum, (d) agrees that the Agreement Sum is adequate and reasonable compensation for all the Work and Onyx's 5 assumption of all foreseeable risks, hazards, and conditions in connection with the Work, and (e) has determined that the Project can be completed in accordance with the Agreement Documents. 1.3.7 Ca ability. Onyx and all subcontractors are financially solvent and possessed of sufficient working capital to complete the Work and perform all obligations hereunder. Onyx is able to furnish the tools, equipment, supplies, materials and labor required to complete the Work and perform its obligations hereunder. The foregoing representations, covenants, and agreements shall survive any termination of this Agreement and final completion of the Cleaning and Flushing Commissioning and are in addition to, and not in lieu of, any and all other liability imposed upon Onyx by law with respect to Onyx's duties, obligations and performance hereunder. 2. Time of Performance. Onyx shall commence and complete the Cleaning and Flushing Commissioning as follows: 2.1 Time Schedule. Onyx shall begin to perform the Services (including entering into any Agreements as required to accomplish the Work) upon the full execution of this Agreement (the "Commencement Date"). Onyx shall diligently prosecute the work and achieve Substantial Completion no later than July 1, 2005 (the "Substantial Completion Date"). The time between the Commencement Date and the Substantial Completion Date shall be the "Agreement Time". In addition to achieving the Substantial Completion Date, Onyx shall be obligated to accomplish the milestones described in the Progress Schedule by the dates set forth in the Progress Schedule, as defined in Paragraph 7.8 below. 2.2 Inability to Meet Time Schedule. Except if performance is excused, as set forth in Paragraph 2.3 below, Onyx's failure to complete the Services within the Agreement Time, or Onyx's failure to achieve the milestones by the dates set forth in the Progress Schedule, Z as defined in Paragraph 7.8 below, shall constitute a material default of this Agreement, and, among other remedies available to it, including those set forth in this Paragraph 2, the City shall have the option of terminating this Agreement. 2.3 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, acts of terrorism, 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 time required to achieve Substantial Completion or a milestone shall be extended by - Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine. An extension of time for achievement of Substantial Completion by reason of an uncontrollable force shall not justify extra compensation for Onyx for administrative or other costs or expenses; provided, however, that if the time for achieving Substantial Completion is materially extended by reason of uncontrollable force through no fault ofOnyx, Onyx shall be entitled to an increase in the Agreement Sum, but only in any amount equal to the increase in Onyx's direct cost resulting from such delay. VA 2.4 Onyx's Delay. If the City determines that the performance of the Work has not progressed or reached the level of completion required by the Agreement Documents so as to achieve the timely and orderly completion of the Work by the date for Substantial Completion, the City shall have the right to order Onyx to take corrective measures deemed necessary or desirable by the City to expedite the progress of construction (and Onyx hereby covenants to perform such corrective measures), including (a) working additional shifts of overtime, (b) supplying additional manpower, equipment and facilities, and (c) other similar measures (collectively, the "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Agreement Documents. The City's right to require Extraordinary Measures is solely for the purpose of ensuring Onyx's compliance with the milestones and the date of Substantial Completion. 2.4.1 Agreement Sum. Onyx shall not be entitled to any adjustment in the Agreement Sum in connection with Extraordinary Measures required by the City under this Paragraph 2.4. 2.4.2 Exercise of Right. The City may exercise its rights under this Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Onyx's performance of the Work will comply with the completion date set forth in the Agreement Documents. 2.4.3 Further Rights. If the City determines, in its sole discretion, that Onyx's corrective measures are not sufficient to expedite the progress of the Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to Onyx, to take such corrective measures itself, in which event the City may deduct its costs and expenses with respect to such corrective measures from the amounts due to Onyx under the Agreement Documents. 3. Agreement Sum. 3.1 Agreement Sum. As full and complete compensation for all Services (including Onyx Equipment) provided by Onyx and its agents and subcontractors, if any, the City shall pay to Onyx, subject to additions and deductions by Change Order as provided in the this Agreement, the amount of Three Hundred Eleven Thousand Seven Hundred Twenty Dollars ($311,720.00) (the "Agreement Sum"). Except for costs to be borne by the City, as described in this Agreement, and except for authorized Change Orders signed by the City, the City is under no obligation to compensate Onyx for Work, Equipment, Onyx Equipment, Services, or fees incurred under this Agreement in excess of the Agreement Sum, and no reference to time and materials charges in the Proposal shall mean that there is any obligation by the City to pay any amount in excess of the Agreement Sum for any work described in, or reasonably inferable from, the Agreement Documents. 3.2 Costs in Excess of Agreement Sum. If the actual cost of the Work exceeds the Agreement Sum, as adjusted for changes in the Work which have been approved in writing by City, Onyx shall pay such excess from its own funds, and the City shall have no liability for the payment of all or any part of the excess. 4. Payment Terms. 4.1 Application for Payment. On or before the fifteenth day of each month during the performance of the Work, Onyx shall submit to Sam Grossman, the MGS Project Director (the "Project Director"), for approval by Project Director and the City, an itemized Application for Payment certified as true and correct by Onyx's representative, in form and E substance acceptable to the City and Project Director, supported by such data substantiating Onyx's right to payment as the City may require. Such Application shall cover all Work completed during the previous calendar month, and shall: 4.1.1 set forth in reasonable detail the costs and expenses incurred or paid by Onyx during the immediately preceding calendar month to any subcontractor, materialman, employee or laborer for services actually performed and for materials actually incorporated in the Work (or suitably stored on the Site); 4.1.2 show the names of contractor, subcontractors and materialmen to be paid and the amount to be paid to each; 4.1.3 set forth the total amount of expenditures to date and the total estimated expenditures to be made for the remaining balance of the Work; 4.1.4 set forth the total amount of retainage to be held by the City pursuant to Paragraph 4.3.1 of this Agreement; and 4.1.5 be accompanied by copies of invoices, payrolls, equipment rental schedules, affidavits, and such other evidence as City may require to support the Application for Payment submitted by Onyx. 4.2 Certificate for Payment. Project Director shall, within seven (7) days after the receipt of Onyx's Application for Payment, either issue a Certificate for Payment to City, with a copy to Onyx, for such amount as Project Director determines is properly due, or notify Onyx in writing his reasons for withholding a Certificate as provided in Paragraph 4.3.2 below. 4.3 Progress Pavments. 4.3.1 Payment by City. Not later than thirty (30) days following City's receipt of the Certificate for Payment from Project Director, the City shall pay to Onyx the 10 amount of ninety percent (90%) of the amount set forth in the Certificate of Payment properly allocable to labor, materials and equipment incorporated in the Work or suitably stored at the Site, for the period covered by the Application for Payment, less the aggregate of previous payments made by the City and less any amounts withheld for a reason set, forth in Paragraph 4.3.2 below. 4.3.2 Payment Holds. Project Director may decline to certify payment and may withhold his Certificate in whole or in part, to the extent necessary to protect the City, if in his opinion the Work has not progressed to the point indicated or the quality of the Work is not in accordance with the Agreement Documents. Project Director may also decline to certify payment because of (a) defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Onyx to make payments properly to Subcontractors or for labor, materials or equipment; (d) reasonable evidence that the Work cannot be completed for the unpaid balance of the Agreement Sum; (e) damage to City or another Contractor; (f) reasonable evidence that the Work will not be completed within the Agreement Time; or (g) Onyx's default hereunder or other failure to carry out the Work in accordance with the Agreement Documents. 11 4.4 Terms re Payments. 4.4.1 Title to City. Onyx warrants that title to all Work, materials and Equipment covered by an Application for Payment will pass to the City either by incorporation in the construction or upon the receipt of payment by Onyx, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any material will retain, an interest therein or an encumbrance thereon. 4.4.2 Payments to Subcontractors. Onyx shall be solely responsible for paying all sums due to subcontractors used in the performance of the Work. Except in the event that the City has failed to make payments to Onyx under the terms set forth in this Agreement, Onyx shall indemnify, defend, protect, and hold harmless the City and its elected officials, officers, and employees from and against any claims made by any other subcontractors, employees, or agents of Onyx alleging that such parties have not been paid for any equipment provided or Services performed in connection with the Work. Such indemnity shall including all costs and expenses of defense, including, without limitation, reasonable attorneys' fees and costs, and court costs. Applications for Payment may not include requests for payment of amounts Onyx does not intend to pay to a subcontractor or material supplier because of a dispute or other ' reason. 4.4.3 Payment is Not Acceptance. No Certificate for Payment, nor any Progress payment, nor any use of the Project by City, shall constitute an acceptance of any Work not in accordance with the Agreement Documents. 5. Substantial Completion/Final Payment 5.1 Substantial Completion. When Onyx considers that the Work is substantially complete as defined in Paragraph 1.1.5, Onyx shall notify City and Project Director 12 thereof. If Project Director and City determine that the Work is substantially complete, Project Director will prepare a Certificate of Substantial Completion, which shall (a) establish the date of Substantial Completion, (b) list all immaterial items that will not interfere with City's utilization of the Work for its intended purpose (such final list approved by City being referred to herein as the "Punch List'), (c) fix the time within which Onyx shall complete all items on the Punch List, and (d) certify that the Work has been substantially completed in a good and workmanlike manner, in substantial accordance with the Agreement Documents and in compliance with all applicable laws 5.2 Further Payment. Upon Substantial Completion of the Work and upon application by Onyx and certification by Project Director, as provided in Paragraph 4.2 above, City shall make any payment required to ensure that Onyx has received 90% of the Agreement Sum, less such amounts as the Project Director may determine for all incomplete Work and unsettled claims. 5.3 Final Pa ent. Final payment, constituting the entire unpaid balance of the Agreement Sum, shall be paid by the City to the Onyx when (a) the Work, including all Punch List items, has been completed to City's satisfaction; (b) Project Director has issued and City has approved the final Certificate of Payment; (c) all warranties and guarantees required under the Agreement Documents have been assigned to and accepted the City; and (d) Onyx has submitted to the City (1) data establishing payment satisfaction of all its obligations, such as receipts, (2) a certificate evidencing that the insurance required by Paragraph 16.6 and Exhibit B to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty days' prior written notice has been given to City, and a written statement that such policies will be renewable, and (3) a full set of "as -built" sepias incorporating 13 all the reproducible records, drawings showing changes in the Work made during construction, based on marked -up prints, drawings and other data known by Onyx, and (5) copies of electronic media, if any, including computer tapes, reflecting the final design of the Cleaning and Flushing Commissioning. 5.4 Accounting Records. Onyx shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement, and shall maintain such books and records for a period of three (3) years after final payment, or for such longer period as may be required by law. 6. The City's Ri"hts and Obligations. 6.1 Citv's Obligations to Provide Utilities Storage and Security. The City shall provide, at the City's cost, temporary water, power, and other utilities for the use of Onyx and its subcontractors during the Agreement Time. The City shall also be responsible for security at the Site during the Agreement Time, and shall provide storage facility for equipment used hereunder at no cost to Onyx. 6.2 City's Right to Stop the Work. If Onyx fails to correct defective Work as required by this Agreement, or if Onyx is otherwise in default under the Agreement Documents, the City, by written notice to Onyx, may order Onyx to stop the Work, or any portion thereof, until Onyx has corrected such defective work or cured such default. The City's right to stop the Work shall not impose any -duty on City to exercise such right for the benefit of Onyx or any other person or entity. 6.3 City's Right to Carry Out the Work. If Onyx defaults or neglects to carry out the Work in accordance with the Agreement Documents and fails within seven (7) days after receipt of written notice from City to commence and continue correction of such default or 14 neglect with diligence and promptness, City may, without prejudice to any other remedy it may have, make good such deficiencies and deduct from the payments then or thereafter due Onyx the cost of correcting such deficiencies. 7. OM's Rights and Obligations, 7.1 Review of Agreement Documents 7.1. i Consistency. Onyx shall compare the Agreement Documents and shall at once report to Project Director any error, inconsistency or omission Onyx may discover. Provided that Onyx timely reports any such error, inconsistency or omission, Onyx shall not be liable to the City for any damage resulting from any such errors, inconsistencies or omissions in the Agreement Documents, except for such damage arising from Onyx's negligence or willful misconduct. If Onyx performs any activity involving a recognized error, inconsistency or omission in the Agreement Documents without such notice to Project Director, Onyx shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. City that: 7.1.2 Representations. By executing the Agreement, Onyx represents to (a) The Agreement Documents are sufficiently complete and detailed for Onyx to (1) perform the Work required to produce the results intended by the Agreement Documents, and (2) comply with all of the requirements of the Agreement Documents. (b) The Work required by the Agreement Documents, including all details, means, methods, procedures, 15 sequences and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufacturers, and safety precautions and programs in connection with the Work, is consistent with (1) good and sound practices within the construction industry, (2) requirements of any warranties applicable to the Work, (3) requirements of all laws, regulations or policies of all governmental authorities having jurisdiction over the Project, and (4) requirements of any permit or authorization required for the Project. 7.2 Supervision and Construction Procedures. 7.2.1 Supervision. Onyx shall supervise and direct the Work, using its best skill and attention. Onyx shall be solely responsible for all means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Agreement Documents. Onyx shall review any specified procedure (including those recommended by any product manufacturer). Onyx shall advise Project Director (a) if the specified procedure deviates from acceptable practice, (b) if following such procedure will affect any warranties, and (c) of any objections which Onyx may have to such procedure. 7.2.2 Responsibility for Conduct. Onyx shall be responsible to City for the acts and omissions of itself, its agents, its employees, subcontractors and subcontractors and their respective agents and employees, and other persons performing any Work under a Agreement with Onyx. 11G 7.2.3 No Release. Onyx shall not be relieved from its obligations to perform the Work in accordance with the Agreement Documents either by the activities or duties of Project Director in his administration of the Agreement, or by inspections, tests or approvals required or performed by persons other than Onyx. 7.2.4 Coordination. Whenever the work of Onyx or a subcontractor is dependent upon the work of other subcontractors, then Onyx shall require the subcontractor to coordinate his work with the others. 7.2.5 Delivery and Storage. All materials and equipment shall be delivered, handled, stored, installed, and protected in accordance with the best current practices in the industry, in accordance with manufacturers' specifications and recommendations, and in accordance with Agreement Document requirements. The term "delivery" in reference to any item specified or indicated, means the unloading and storing of such items with proper protection at the Site. All risk of loss to stored materials and equipment and Onyx Equipment shall be borne by Onyx. Risk of loss or damage shall pass to the City upon completion of Services, testing, and written acceptance by the City. 7.2.6 Confirmation of Dimensions. Before ordering materials and equipment, or performing Work, Onyx shall verify indicated dimensions. If any discrepancy exists, Onyx shall take field measurements required for the proper fabrication and installation of the Work. Upon commencement of any item of Work, Onyx shall be responsible for the dimensions related to such item of Work. 7.3 Labor and Materials. 7.3.1 OpM's Payment for Work. Unless otherwise provided in the Agreement Documents, Onyx shall provide and pay for all labor, materials, equipment, tools, and 17 machinery, transportation, and other services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. City or its representative shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 7.3.2 Provision of Workers and Material. Onyx shall furnish an adequate supply of skilled workers and proper materials to perform the Work in the best and most sound manner consistent with the interests of City. 7.3.3 Assignment of Warranties. Onyx shall assign to City at the time of final completion of the Work, or upon any earlier termination of this Agreement, any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such warranties. Onyx shall assemble and deliver to City complete copies of all warranties, guaranties, and operating and maintenance data from all manufacturers whose equipment is installed in the Work. 7.4 Testine. 7.4.1 Equipment. Onyx shall inspect all equipment and will reject any equipment that is defective, with the cost of repair or replacement being the responsibility of Onyx. The City reserves the right to test any and all equipment, regardless of the results of Onyx's testing. In the event that the test results obtained by either Onyx 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, Onyx shall promptly repair or replace any defective equipment. Onyx shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the refection and/or replacement of damaged or defective equipment, 18 including any damage caused to the City's existing equipment and the Vernon Substation or the Malburg Project by the installation or use of defective equipment or Services provided by Onyx or its subcontractors. 7.4.2 Costs of Testing. Onyx's testing obligations are included in the Agreement Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by an outside laboratory. 7.5 Warranties. 7.5.1 Onyx's Warranty. Onyx warrants that all materials and equipment will be new and free from defects in materials and workmanship, comply with the Agreement Documents, and be of good quality and merchantability, and fit for their intended purposes; and that all Work will be of good quality, free from faults and defects, in conformance with the Agreement Documents, and performed in a good and workmanlike manner. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by City or Project Director, Onyx shall furnish satisfactory evidence as to the kind and quality of materials and equipment used on the Project. The term of this warranty is described in Paragraph 9.1, and this warranty shall survive any termination of this Agreement. 7.5.2 Manufacturers' Warranties. Onyx shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and labor, which shall commence upon Substantial Completion. Onyx shall assist the City in the enforcement of all such warranties. 7.6 Taxes. Onyx shall pay all sales, consumer, use, and other similar taxes for the Work or portions thereof provided by Onyx. 19 7.7 Permits, Fees and Notices. 7.7.1 Permits. Onyx shall secure all permits, authorizations, consents, and licenses necessary for the proper execution and completion of the Work, including, without limitation, any such permits or authorizations required by the Environmental Protection Agency (EPA) or the Air Quality Management District (AQMD); provided, however, that the City shall be liable for the actual costs of any permits or fees imposed by any such governmental or quasi - governmental agency. 7.7.2 Notices. Onyx shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the Work. If Onyx performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to Project Director and City, Onyx shall assume full responsibility therefore and bear all costs attributable thereto. 7.8 Progress Schedule. 7.8.1 Schedule. Within 14 days after the execution of this Agreement, Onyx shall prepare and submit for City's and Project Director's approval Onyx's revised schedule for the Work which shall be attached hereto and made a part hereof as Exhibit C (the "Progress Schedule"). If the parties are not able to reach agreement on the terms of the Progress Schedule within the above -described time period, the City shall have the right to terminate this Agreement without cause, as described in Paragraph 12.2 below. 7.8.2 Meetings. At City's request, from time to time, Onyx shall hold regular progress meetings with City and Project Director at the Site. At such meetings, Onyx shall report to City and Project Director on the progress of the Work and such other matters relating to Onyx's performance under the Agreement Documents as City may request. 20 7.9 Shop Drawings and Samples. Onyx shall review, stamp with its approval, and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the Work or in the work of any other contractor, all Shop Drawings and Samples required by the Agreement Documents or subsequently requested by Project Director. 7.10 Use of Site. Onyx shall allow Project Director and the City's authorized representatives access to the Site at all times. Onyx shall confine operations at the Site to the smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment, and shall use its best efforts to not interfere with City's use of other portions of the Site. Onyx shall not commence any Work before coordinating all activities with City, and shall not disrupt the operation of any Site utilities or services without the prior written consent in each instance of City. Onyx at all times shall keep the Site free from accumulation of waste materials or rubbish caused by its operations. At the end of each day and upon completion of the Work, Onyx shall remove all its waste materials and rubbish from and about the Project and the Site, as well as all its tools, construction equipment, machinery and surplus materials, and shall clean the Project and the Site, leaving it in a neat condition. If Onyx fails to clean up upon completion of the Work, City may do so and the cost thereof shall be charged to Onyx and deducted from the Agreement Sum. 7.11 Indemnification. 7.11.1 Onyx's Indemnity. To the fullest extent permitted by law, Onyx 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 21 attributable to the negligent or wrongful acts of Onyx or its subcontractors, employees or agents in the performance of Work or delivery and installation of Equipment 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 Onyx's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Onyx. 7.11.2 Indemnity Process. The City shall notify Onyx in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Onyx shall assume the defense of such claim with counsel reasonably satisfactory to City. If Onyx 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 Onyx 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 Onyx. 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. Onyx 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. 22 7.12 Personnel. Onyx 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 Onyx. 8. Additional Services/Change Orders 8.1 Change Orders. The City reserves the right to request changes in the Work, which changes are referred to as the "Additional Services". Additional Services may be authorized only by a written Change Order signed by the Project Director and Onyx. Authorized Additional Services shall be performed on a time and materials basis pursuant to the "Out of Scope Pricing" set forth in Exhibit A on pages 7, 11, 15 and 18. 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. If a Change Order increases the Agreement Sum, Onyx shall include the Work covered by such Change Orders in Applications for Payment as if such Work were originally part of the Agreement Documents. 8.2 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, Onyx shall nonetheless timely perform the Additional Services, on the written direction of the Project Director (the "City's Directive"), and Onyx 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 Agreement Sum and Agreement Time and shall be submitted to the City (if at all) prior to commencing performance of the Additional Services. If the notice is timely given, Onyx shall keep and submit to the City on a daily basis a complete breakdown of all costs incurred for the Additional Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and 23 copies of all invoices and delivery tickets for materials used. Onyx's failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable evidence that no adjustment to compensation or schedule is due for the Additional Services. If the cost breakdown and supporting documentation is delivered by Onyx, the parties shall endeavor, in good faith, to reach agreement on the increased cost of the Additional Services and the time adjustment, if any, to the Agreement Time. If the parties are not able to reach agreement, the City shall pay to Onyx the undisputed portion of the charges. The basis for establishing the cost of Additional Services, if not otherwise agreed to by the parties, shall be the increased costs (taking into account any offset based on the change) of the following costs that are directly attributable to the change: costs of labor, costs of materials, supplies, and equipment, costs of premiums for all increases in bonds and insurance, and additional costs of supervision and field office personnel. 8.3 Validity of Claim for Changes. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order or City's Directive signed by the Project Director. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the basis of any claim to an increase in any amounts due under the Agreement Documents or a change in any time period for the Work in the Agreement Documents. 8.4 Minor Changes in the Work. Subject to City's prior approval, Project Director will have authority to order minor changes in the Work not involving an adjustment in the Agreement Sum or an extension of the Agreement Time and not inconsistent with the intent 24 of the Agreement Documents. Such changes shall be effected by written order, and shall be binding on City and Onyx. Onyx shall carry out such written orders promptly. 8.5 Concealed Conditions. Onyx represents that it has (i) examined all available records and data regarding the Site and the Project, and has from such examination informed itself concerning any conditions to be encountered and all other pertinent matters and conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Agreement Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof. In the event any concealed conditions shallbe encountered in the performance of the Work which (a) are not apparent from a thorough visual inspection of the Site, (b) are materially at variance with the conditions indicated by the aforesaid records and data and the Agreement Documents, (c) differ materially from those generally recognized as inherent in work of the character provided for in this Agreement, and (d) cause a material delay in the Work or a material increase of the cost of the Work which cannot be avoided (collectively, "Concealed Conditions"), Onyx shall deliver to City within five (5) days of discovery of the Concealed Conditions a written notice describing in detail the Concealed Conditions and estimating the delay in or increase in cost of the -Work caused by such Concealed Conditions (the "Concealed Conditions Notice"). Onyx shall provide such supporting documentation for the Concealed Conditions Notice as the City may require. Any claims of Concealed Conditions not made as specified herein shall be deemed waived. Within fourteen (14) days after receipt of the Concealed Conditions Notice, the City shall either (x) authorize Onyx to proceed with the Work through Construction Change Directive or Change Order, in which case the Agreement Sum and/or Agreement Time shall be 25 adjusted to reflect the increase in actual cost and/or delay caused by the Concealed Conditions, or (y) terminate the Agreement in accordance with Paragraph 12.2. 9. Correction of Work. 9.1 Obligation to Correct Work and Correction Period Onyx warrants and guarantees that results of Work, including all equipment, materials, and workmanship furnished by it and its subcontractors shall comply with Job Specifications and that results of Work will be free from defects or failures until Work is accepted by the City or the equipment enters service, whichever is soonest. 9.2 Compliance with Agency Requirements and Law. Onyx's obligation to repair any defective Work shall include the obligation to make any repairs or replacements required to bring the Project into compliance with applicable law and any requirements, permits, or authorizations imposed by any governmental or quasi -governmental agency such as EPA or AQMD. 9.3 City's Remedies. If Onyx fails to correct defective or nonconforming Work as provided in this Paragraph 9, the City may correct it in accordance with Paragraph 6.3. This remedy is in addition to all other remedies available to the City. 10. Protection of Persons and Property 10.1 Safety of Persons and Property. Onyx shall take all reasonable precautions and conform to all safety provisions and practices for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to all employees on the Work and all other persons who may be affected thereby. M 10.2 Fire Precautions and Protection. Onyx shall take necessary precautions to guard against and eliminate possible fire hazards and prevent damage to the Work, building materials, equipment, temporary field offices, and public and private property. 10.3 Environmental Control. 10.3.1 Compliance with Law. All materials and work procedures used on the Project shall comply with all environmental and air pollution control regulations in effect at the Site. Onyx shall be responsible for obtaining all necessary approvals and certification as to compliance of the materials and work procedures. 10.3.2 Use of Hazardous Materials. Onyx shall not use or cause to be used any hazardous materials, as defined under any applicable federal, state or local law, including asbestos, or asbestos -containing materials, where feasible alternatives exist. In the event that Onyx must use hazardous materials on the worksite or incorporate such materials into the Work, Onyx shall (a) provide the City with copies of all material safety data sheets, (b) use the utmost care in the use, storage, transportation and disposal of such materials, (c) obtain all necessary permits and approvals in connection therewith, and (d) at all times fully comply with all applicable federal, state or local laws in connection with the use, storage, transportation and disposal thereof. 11. Subcontractors. 11.1 Selection of Subcontractors. Those portions of the Work that Onyx does not perform with the Onyx's own personnel shall be performed under subcontract or by other appropriate agreements with Onyx (the "Subcontract"). If the City has a reasonable objection to any subcontractor, Onyx shall submit a substitute to whom the City has no reasonable objection, and the City and Onyx will negotiate in good faith to increase or decrease the Agreement Sum in 27 order to reflect any change to the cost of Work resulting from the substitution of a new subcontractor. 11.2 Payment to Subcontractors. Onyx shall pay subcontractors based only on Work actually completed, shall make all payments due under each Subcontract at the time those payments become due, and shall hold the City harmless from any loss on account of Onyx's failure to do so. Neither the City nor Project Director shall have any obligation to pay or to see to the payment of any sums so due to any subcontractor. 11.3 Subcontractor Relations. In each Subcontract, Onyx shall require each subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to Onyx by the terms of the Agreement Documents, and to assume toward Onyx all the obligations and responsibilities which Onyx, by the Agreement Documents, assumes toward the City. Each Subcontract shall (a) preserve and protect the rights of the City and Project Director under the Agreement Documents with respect to the Work to be performed by the subcontractor so that the subcontract thereof will not prejudice such rights, (b) allow the City the benefit of Onyx's rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event that the City takes over the Work or terminates the Agreement as provided hereunder and the City specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City to at least fifteen (15) days' written notice from the subcontractor of any default by Onyx under the Subcontract and provide the City with the right to cure any such default within said fifteen (15) day period (or, if default is not susceptible of being cured within fifteen days, to commence curing the same and to continue to take action to do so with diligence until the same is cured), and (e) specifically provide that the City is an intended third party beneficiary of such Subcontract. Onyx shall require each subcontractor to enter into similar agreements with its sub- rM] subcontractors. Onyx shall make available to each proposed subcontractor, prior to the execution of the Subcontract, copies of the Agreement Documents to which the Subcontractor will be bound by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of the proposed Subontract which may be at variance with the Agreement Documents. Each subcontractor shall similarly make copies of such Agreement Documents available to its sub - subcontractors. 12. Termination of the Agreement. 12.1 Right of Termination. This Agreement may be terminated by the City or Onyx, with or without cause, upon at least fifteen days written notice to the other party. 12.2 Termination by City Without Cause In the event of termination by the City without cause, Onyx shall be compensated for all Work performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Onyx directly attributable to termination which could not reasonably have been avoided and for which Onyx 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. 12.3 Termination by the City for Cause or by Onyx without Cause In the event that Onyx commits a breach of a material condition of this Agreement, the City shall notify Onyx in writing of said breach and if Onyx 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 Agreement for cause based on Onyx's default. Onyx shall be 29 responsible for all direct and indirect costs due to the City's re -procurement of the equivalent of the Equipment or Services cancelled from Onyx. If this Agreement is terminated by the City with cause, or terminated by Onyx without cause, the City shall pay Onyx for all Work performed prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Onyx's default. 12.4 Actions Subsequent to Termination..Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 12.2 or 12.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this Agreement, except for its obligations under Paragraph 12.5 below, Onyx shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5, 7.11, 9, 12.5, 13.1, 14, 15.2, 15.3, and 15.4 shall survive the termination of this Agreement. 12.5 Delivery of Work Product. Within three (3) business days after any termination of this Agreement, Onyx shall deliver to the City all Work Product (as defined in Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof, whether in the possession of Onyx or a party engaged by Onyx; provided, however, that solely for its internal auditing purposes, Onyx may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 14. Onyx shall also furnish all such information, take all such other action and shall cooperate with the City as the 30 City shall reasonably require in order to effectuate an orderly and systematic termination of Onyx's duties and activities hereunder. 13. Work Product. 13.1 Work Product Property of City. All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Onyx, its officers, employees, agents and subcontractors in the course of performing the Work under this Agreement (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Onyx or to any other party. Work Product materials shall be delivered to City by Onyx as they are generated. 13.2 Form of Work Product. Work Product produced by Onyx shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner. Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design documents shall be in Microsoft Word format. 14. Confidential Information. 14.1 Access to Confidential Information. The City may provide Onyx and/or its subcontractors with, or allow'Onyx 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 Onyx for any purpose other than to perform its duties hereunder. 31 14.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Onyx and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. Onyx 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 Onyx has performed all Work to be performed pursuant to this Agreement. Onyx hereby agrees that such Confidential Information and any documents provided may be used by Onyx and/or its subcontractors only as authorized by the City. Onyx shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 14.3 Court Ordered Disclosure. Onyx 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. Onyx may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 14.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in Onyx'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 Onyx or its subcontractors. 14.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent 32 jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 14. Onyx acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 15. General Provisions. 15.1 The Agreement Documents. The Agreement Documents represent the entire and integrated agreement between the parties hereto, and supersede and replace all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in the Agreement Documents. Notwithstanding anything to the contrary in the Agreement Documents, any reference in the Proposal to "misc. clarifications and attachments by Onyx and its other subcontractors" shall refer only to documents that are specifically identified as exhibits to the Proposal or to this Agreement, and are attached to the Proposal or this Agreement. Any reference in the Proposal to any clarifications, agreements, drawings, or documents that are not attached to the Proposal or this Agreement shall not be part of the Agreement Documents. The Agreement may be amended or modified only by a written amendment signed by the parties. Nothing contained in the Agreement Documents shall create any contractual relationship between the City or Project Director and any other party, including any contractor or subcontractor of Onyx. 15.2 Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 15.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to the Agreement Documents or the relationship of the parties or their rights or duties in connection with the matters set forth in the Agreement Documents, whether 33 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. 15.4 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 15.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day. Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one 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 ONYX: ONYX INDUSTRIAL SERVICES, INC. ONYX Pre -Commissioning Services, Inc. 1980 N. Hwy. 146 LaPorte, TX 77571 Attn: Tom A. Clanton 15.5 Status of Onyx. At all times during the term of this Agreement, Onyx shall be an independent contractor. Except as the City may specify in writing, Onyx shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an KM agent. Onyx shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 15.6 Insurance. Onyx 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 Agreement. Onyx 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. Onyx shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 15.7 Assignment Prohibited. No party to this Agreement may assign any right or obligation except with the express written consent of the other party; provided, however, that Onyx may enter subcontracts to perform portions of the Work under the terms and conditions of this Agreement, and Onyx may by written request assign any right to receive monies earned hereunder. 15.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to 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. 15.9 Time of the Essence. Time is of the essence in the performance of this Agreement and of each and every provision hereof. By executing this Agreement, Onyx 35 confirms that the time set forth herein for completion of the Work, and of specific milestones identified herein, is a reasonable period for performing the Work and accomplishing the milestones. 15.10 Waiver. No action or failure to act by the City, Project Director, or Onyx shall constitute a waiver of any right or duty afforded any of them under the Agreement Documents, nor shall any such action or failure to act constitute an approval of any breach thereunder, except as may be specifically agreed in writing. 15.11 Rights and Remedies. The City's rights and remedies under the Agreement Documents are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. REO 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 By: ONIS C. MALBUR Mayor ATTEST: Bruce V. Malkenhorst, City Clerk APPROVED S O FORM Eric T. Fresd�4 City Attorney ONYX USTRIAL S VICES, INC. By: Typed Name: 61q lZ'/ "TO Ti F i G. ElZ— Typed Name: 611h'5tei-- X - 9,foje/S Title: V ? Sv'-i'leSS , &v6-wwe;114 37 .".. City Of Vernon Vernon Power Plant Project Vernon, California PROPOSAL Chemical Cleaning (2) Alstom HRSGs / Pre -Boiler Piping System Steamblowing of HP and LP Steam Systems Lube Oil Flushing (2) Alstom G7X100 Combustion Turbines Lube Oil Flushing (1) Alstom MP24 Steam Turbine Air Blow of Fuel Gas System ONYX Reference Number. 04-1182.Rev. oo aON>X Pre -Commissioning Services Submitted By: Tom Clanton ONYX Precommissioning services. Inc. torte N. Hwy LaPorte. Texas 77 77571 Phone: 713307-2139 Fax: 713-,307-7676 Visk us at our website at: www.steamb ow_com y,1 October 7, 2004 Attn: Manny Garcia City of Vernon 4305 Santa Fe Ave. Vernon, CA 90058 CC: Ed Davis Thomason Mechanical Corp. 2150 E. 37" Street ' Vernon, CA 90058 Re: Bid Request: Pre Commissioning Services for the City of Vernon Power Plant Project Chemical Cleaning Steam Blow Lube Oil Flush Air Blow of Fuel Gas System ONYX Job Number 04-1182 Mr. Garcia: In response to your request, Onyx pre -Commissioning Services (OPS) respectfully submits the following proposal for performing Pre -Operational Cleaning Services at the City of Vernon Power Plant Project in Vernon, CA. This Proposal and Price quotation is based on Onyx Pre -commissioning Services (OPS) performing the scope of work identified in your Request For Quotation (RFQ) and detailed in this proposal. Onyx utilizes detailed engineering methods, state of the art equipment and a skilled team of professionals to provide the highest quality of services available. Your use of Onyx Pre -Commissioning Services (OPS) will be a vital first step in your reducing overall start-up and operational costs. ONYX Pre -Commissioning Services 1980 N. Hwy 146 LaPorte, Texas 77571 713-307-2139 Phone 713-307-7676 Fax 713-806-3157 Cell vi Onyx Pre -Commissioning Services (OPS) appreciates the o the City of Vernon Power Plant Project and Welcomes the invitation to contract for the Pl��nity to become a part of your success at stated services. If you have questions or need additional information please feel for to contact of the tact me. Sincerely, Tom A. Clanton Division Manager Onyx Pre -Commissioning Services 1980 N. Hwy 146 La Porte, TX 77571 713-307-2139 Phone 713-307-7676 Fax 713-806-3157 Cell Email - tclanton(a�onyx-industrial com Pre -Commissioning Services, Inc. October 7, 2004 Mr. Manny Garcia --- City of Vernon Vernon Power Plant Project Phone: 323-583-8811 4305 Santa Fe Ave. Facsimile: 323-826-1425 Vernon, CA 90058 CC: Ed Davis Thomason Mechanical edavis@thomasonmech.com Phone: 310-863-6473 20 Pages including cover Subject Proposal, pricing summary, and schedule estimate for your Vernon Power Plant Project Vernon, CA Our job number 04-1182. Rev. 00 This Proposal is based on information you have submitted. We have used 65,000 gallons for two (2) HRSGs and pre -boiler piping system. Chemical Cleaning Services (2) New HRSG Units/Pre-Boiler Piping System: ncludes (3) ONYX Technicians per 12-hour shift — 24/7 for a total of (6) technicians. Chemical Cleaning Duration estimates: $135,900.00 Set up 02 (12) hour days Service chemical cleaning — Unit 1 04 (24) hour days Service chemical cleaning — Unit 2 04 (24) hour days Breakdown 01 (12) hour day OPTIONAL Waste Management/Hauling/Disposal $36,400.00 Customer support estimate 2-3 men per 12 hour shift for 2417s for up to 9 days (Note: these piping volumes are estimates from the general arrangement drawings). 1NYX Pre -Commissioning Services N. Hwy 146 Porte, Texas 77571 Pam: 713-307-2139 Mobile: 713-806- 3157 Facsimile: 713-307-7676 tclanton@wp4)dustrial.com QuietBlow®Steam Blowing Service: Includes (2) ONYX technician per 12-hour shift -One (1)12 hour shift per day for a total of (2) technicians Steam blowing (2) New HRSG Units Duration estimates: - - - - - -- -- $54.800.00 Steam blow service our days _-- -- — ='-- --- Breakdown 05 (24) hour days 01 (12) hour day Customer support during steam bbw s Customer Support estimate services eto 7stimate 2 men per shift for up to sic (6) days Estimate 5-6 man crew for u to thhrree�d for up in t days to instal temporary piping (Some cutting and welding maybe P days to unllstal and reload onto trucks, required), �MlcroFlu�sh,Lu�beOil Flushing Service. Includes (1) ONYX technician per 12-hour shift - 24/7 for a total of (2) technicians Lube Oil Flushing (2) combustion turbines ind one (1) steam turbine Duration estimates: Set up tube of services $56,400.00 Lube 08 Service - Combustion Turbines 01 (12) hour days Lube 04 Service _ Steam Turbine 06 (24) hour days Breakdown 05 (24) hour days 01 (12) hour day i ustomer support during the flushing estimate 2-3 men u:tomer support estimate 5 6 man crew for up to 6 days Per shift for up to 12 days stlnate 5•u man crew for u to 2 d ys to instal temporary Piping (Some cutting P days to unilstall and reload onto trucks. 9 and welding may roqulred)_ Air Blowing of the Fuel Gas System: Includes (1) ONYX technician working one 12-hour shift for up to 2 days Air Blowing Duration estimates: Set up air blow services $ 28,220.00 Air Slow Service 01 (12) hour day Breakdown 02 (12) hour days O1 (12) hour day Customer support during air blowing services estimate 4 men for up to 4 days Please review this information. If you have any questions or comments, please feel free to contact me anytime. Sincerely, Tom A. Clanton ONYX Pre -Commissioning Services. inc. 1980 N. Hwy 146 LaPorte, Texas 77571 X Pre -Commissioning Services 1 - Hwy 146 '`-forte, Texas 77571 ;'hone: 713-307-2139 Mobile: 713-806-3157 acsimile: 713-307-7676 Jantonev oyX_industrial.com City of Vernon Vernon Power Plant Project Vernon, California PR POSAL Chemical Cleaning (2) Alstom HRSGs /Pre -Boiler Piping System Steamblowing of HP and LP Steam Systems Lube Oil Flushing (2) Alstom GTX100 Combustion Turbines Lube Oil Flushing (1) Alstom MP24 Steam Turbine Air Blow of Fuel Gas System ONYX Reference Number. 04-1182.Rev. 00 } Pre -Commissioning Services Division Submitted By. Tom A. Clanton —�'" Change Initials AU 7-�ct-t)4 Chemical deaning, steamblow, tube oil flush and air blow of the fuel gas system. TAC ONYX PreCommissioning Services. Inc. 1980 N. Hwy 146 LaPorte, Texas 77571 Phone: 713-307-2139 .01 Fax: 713-307-7676 Cell: 7134306-3157 tclanion@onyx4ndusbial.com Vttk us at our website at.' www.steambbw.com Oty of Vernon Vernon Power Plant Project �0�0 «en�»n California_ --%/ON>X Pre -Commissioning CHEMICAL CLEANING Section I— Scope of Services1. General General 2. Design ck_=-----------_--_-----------------.-----_----/4 Z( Chemicals------'------'''-- 4. Equipment----------`-----~' 5. Personnel 6. To Be Supplied bwOthers _____.________________.__..______`_____ 7. Pricing--------.----_--- . QUIETBLOW6 STEAMBLOW OF HP, LP AND COMMON STEAM.SYSTEMS Section 1—Scope of Services . ______ ------------------------------------'0| I. Genera/ Information ... 2. Design~------------.---_------......------.-..—.--.-----..9 3. Equipment � 4. Personnel ......................................................................................................... 1Ky 5. To / by Supplied ' Others ................................................................................. 1<J 6. Target Criteha.------__--.—. 7. Pricing Proposal - """ uO"ument m prepared for the o��m�mowvx exclusive use of t~ or use wmmc "°~'»m»��xmmmsevmw�/n� This document '----'-~^~' m wm»omomwwpm�s°�men mu�mmue vneuaoa dexv'v�"x'--- ' ''~�'�^ �»��p�v�uuvmm� nev�vnoo Page zm/8 September ao.2xG4 City of Vernon Vernon Power Plant Project Vernon, California -*ION>OX Pre -Con}niissir�nijig Services, Inc_ Proposal ONYX Job No.—04-1182. Rev. 00 MICROFLUSHO OIL FLUSH OF TWO (2) ALSTOM GTX100 COMBUSTION TURBINES tees 1. General Information .................................... 2. Design Package ..................... 3. Equipment .................. 4. Personnel............................................................................... 5. To Be Supplied by Others .............. 6. Pricing ............................ .......................................................................................15 MICROFLUSH® OIL FLUSH OF ONE (1) ALSTOM MP24 COMBUSTION TURBINES Section 1— Scope of Services............ I. General Information ............................ 5. Design Package ................... 6- Equipment ............................................. 7. Personnel ......................... 5. To Be Supplied by Others ......................................... .....---•-•............ .14 6. Pricing .......................................... AIR BLOW OF THE FUEL GAS SYSTEM 1. General Information .................. .............................16 ....................................... 2. Design Package ................................................ 3. Equipment......................................................................................................16 4. Personnel............................................................... 5. To be Supplied by Others..............................................................................17 6. Pricing ............................................................................................................ ='hts document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed f�, others. Revision 00 Page 3 0/ 18 September 30, 2004 City ofVernon J - Vernon Power Plant Project Vernon. Califomia -*/ON>4X Pre -Commissioning Services, Inc. Proposal ONYX Job No_-04-1182. Rev. 00 T . -eHEM1CAt-CL-E M1NG0_ — ONYX Pre -Commissioning Services proposes the utilization of the One -Step method for degreasing and acid cleaning of two (2) Alstom HRSGs / Pre -Boiler piping system based on 60,000 gallons (estimated) with one treatment volume and the boiler feed water and condensate systems based on 5,000 (estimated) gallons. Total chemical cleaning volume is based on 65,000 gallons for both units and pre boiler system. Chemicals to be used include: Safesol surfactant, citric acid, corrosion inhibitor, ammonium hydroxide and sodium nitrite. Please see the scope of services for details on equipment, personnel and chemicals to be supplied. The chemical cleaning process will include: Hydrotest the temporary equipment and check for leaks. Fill the HRSG and pre -boiler system with demineralized water. Circulate flow through the HRSG and pre -boiler system using temporary pumps and piping and begin heating. Heat to 160 —190 F. Add chemicals for degreasing. Circulate for 4 — 6 hours. Add chemicals for acid cleaning (iron oxide removal stage). Circulate until iron and acid levels stabilize. Adjust pH and add chemicals for passivation. Circulate. Drain and rinse. Section 1— Scope of Services General Information 1.1 ONYX will provide a design package, chemicals, temporary piping and equipment, and technical supervision, as required, to perform chemical cleaning of two (2) HSRG piping systems and pre -boiler system. This service is based on an estimated system volume of 65,000 gallons. 2 Design Package 2.1 ONYX will supply complete detailed procedures, temporary piping drawings, process flow diagrams and material lists. 22 One site visit to support the design work and planning activities will also be included. 2.3 One revision of procedures is included, should owner or client request any changes. s document is prepared for the exckrsive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scopeto be performed by others. Revision 00 Page 4 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project -**IONYX Vernon, California 4Pre-COm m is sioni nrg Ser L ices. Inc. ONYX Job No.-04-1182. Revue. ool 2.4 Final report of chemical cleaning service if required. 3 Chemicals 3.1 The following chemicals will be provided by ONYX Safesol Surfactant Citric Acid Ammonium Hydroxide Rodine 2002 Corrosion Inhibitor Sodium Nitrite 4 Equipment 4.1 Onyx will supply: , a. One (1) mobilization of equipment for up to thirty (30) days at the site (up to two (2) roundtrip truckloads). b. Circulation pump. c. Temporary piping, hoses, and fittings to complete flow paths based on our design. Once the layout is designed by ONYX, the amount of piping to be supplied will be established. If additional piping is requested, a change order may be required. d. One (1) heat exchanger. e. Gaskets, studs, and nuts for temporary piping and equipment. f. Return of all unused chemicals. g. One (1) 300-gallon chemical mix tank for up to thirty (30) days at the site. h. Six (6) 21,000-gallon storage tank for up to twenty (20) days. Customer to rinse out to the vendors acceptance prior to its return. i. One (1) temporary boiler (250hp) for up to fourteen (14) days. 5 Personnel 5.1 Mobilization: one (1) mobilization of six (6) technicians. 5.2 Set -Up: one (1) technician — per 12-hour shift for 24-hour/day coverage for up to two (2) days. phis document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 00 Page 5 of 18 September 30, 2004 4 City of Vernon Vernon Power Plant Project Vernon, California -%40N)X Pre-Cornmissioning Services, Inc. Proposal ONYX Job No.—04-1182 Rev. 00 5.3 Chemical Cleaning: six (6) technicians — three (3) per 12-hour shift for 24-hour/day coverage for up to four (4) days per unit. Eight (8) days total. 5.4Rig-Down: one (1) technician for one (1) 12-hour shift for up to one (1) day. 6 To be Supplied by Others 6.1 Craft labor, supervision, equipment and materials for loading and unloading of ONYX equipment, installation, fabrication, modification, breakdown, and rinsing of temporary equipment as required. 6.2 Craft labor, supervision, equipment and materials for system preparation and restoration, support for all chemical cleaning operations, including operation of plant equipment, mixing of chemicals, and waste handling. 6.3 Adaptor spools as needed for connection of chemical cleaning equipment (150 psi flanges). 6.4 Mechanical preparation of the piping systems to facilitate chemical cleaning activities (i.e. spools, valve removal). Details to be provided by ONYX engineering. 6.5 Utilities, including diesel fuel for circulating pump, natural gas or diesel for the temporary boiler, compressed air (including air hose), nitrogen, electricity and demineralized water. 6.6 Nitrogen and lay-up chemistry if required. 6.7 Safe work permits, safety barriers, scaffolding and lighting as needed. 6.8 Safety showers and eye wash stations. 6.9 Provide and install piping and materials for filling the boiler/piping systems with demineralized water. 6.10 Supply and install vinyl tubing for venting applications as needed. 6.11 Complete all system hydrostatic testing prior to ONYX's arrival on -site. 6.12 Technical liaison available 24-hours/day during chemical cleaning activities. 6.13 Waste disposal/handling (if out of scope pricing for waste hauling/disposal is not accepted). 6.14 Crane—10-ton capacity for offloading, locating, reloading all of the temporary equipment 6.15 Personnel to offload, install, uninstall, reload ONYX temporary piping/equipment, and 2417 support during the cleaning process. Vi�s ' ��nt rs prepared for the exchrsnve use of the City of Vernon. No distribution or use is permitted in paor consent of ONYX Pre -Commissioning services. Inc. This document must not be used as a development for wodrk whole without the express written others.ope to be performed by others. Revision 00 Page 6 of 18 September 30. 2004 City of Vemon Vernon Power Plant Project Vernon, California -4%/0NYX Pre-COmmisstaninq $erv;,eS. In,. Pr ONYX Job No.-04-1182. Roposaool 6.16 Permitting requirements and or inspection for temporary boiler as needed. - 7-FAcing---Chemical--CleaninggDne-step-degreasing/acid-cleaning)-- _ --- - -- 7.1 Lump Sum Price: $135,900.00 7.2 Invoice Milestones are as follows: a. Delivery of procedures/equipment $ 67 950.00 b. Completion of chemical cleaning $ 67,950.00 7.3 Out of scope pricing: a. Technician (i6cludes expenses) $ 850.00 per shift b. Design changes (after one (1) procedure $ 75.00 per hour revision). C. ONYX equipment (after thirty (30) days) $ 250.00 per day d. Demob/remob personnel (per man) $ 1,500.00 (requires 72-hour notification for remob) e. Demob/remob of equipment $ 5,850.00 per truck f. Waste disposal, up to 130,000 gals. Waste disposal beyond 130,000 $ 36,400.00 gal $ 0.28 per gal. g. Demurrage after twenty (20) days — per tanker $ 175.00 perday a P y h. Waste storage tank and berm after twenty $ 75.00 per day (20) days (Per tank) i. Temporary boiler after fourteen (14) days $ 350.00 per day Ms document is Prepared for the exclusive use of the City of Vernon. No distribution or use is consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development in Part or whole without the express hers.n pment for work scope to be performed by others. Revision 00 Page 7 of 18 September 30; 2004 City of Vernon Vernon Power Plant Project Vernon, California Specifications: -*�ONYX Pre -Commissioning Services, Inc. Proposal ONYX Job No_ -04-1182 Rev. 00 —This is a com elitiye hid 0-NYX pr_ovides_su _. tausion during esetuprclearalA _ g-even"nd-teaL4own:._ ONYX does not provide the labor nor construction equipment, as it is not economical to do so when the customer already has manpower onsite. ONYX will require the customer to provide the necessary diesel, water and air compressor to support this cleaning event ONYX will require the customer to provide adaptor flanges to 150 psig to facilitate ONYX's cleaning equipment hook up. ONYX can provide pricing for this. It is often less expensive if these are built onsite. If ONYX Pre Commissioning has the necessary adaptor spools in house, they will be provided at no additional cost. Terns and Conditions Payments are Net-30 Based on acceptable terms and conditions. Schedule: Chemical Cleaning Q1 - 2005 This document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 00 Page 8 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California -*IONYX Pre -Commissioning Services, Inc. Proposal ONYX Job No. -04-1182 Rev. 00 QUIETBLOVK7 STEAM BLOWING OF HP, LP STEAM SYSTEMS ONYX Pre -Commissioning Services proposes the use of High -Velocity, Low -Pressure Steam Blowing to -- —=-Jean--the HP d -P steam-systems:—The-target-quaGtysteam-blows-would-be-pedoraw-ao"he-purpose--- of removing gross debris, organic materials, weld slag, rust and mill scale to the degree required to obtain a clean target The listing below defines the piping included within the scope of this proposal, actual steam blow sequencing and routing is not implied. Item # 01 HP and LP Steam Systems — Unit 1.......................................................Targeted Item # 02 HP and LP Steam Systems — Unit 2.......................................................Targeted Item # 03 Common Piping to Turbine..................................................................Targeted Item # 04 By-pass to Condenser and Gland Steam... .............. Servic* e Section 1 — Scope of Services General Information 1.1 ONYX will provide a design package, temporary piping, equipment and personnel, as required, to steam blow the steam systems listed above. 2 Design Package 2.1 ONYX will supply complete detailed procedures, temporary piping drawings, process flow diagrams and material lists. 2.2 One site visit to support the design work and planning activities will also be included. 2.3 One revision of procedures is included, should owneror client request any changes. 3 Equipment 3.1 ONYX will supply: One (1) mobilization of equipment for up to twenty (20) days at the site (up to three (3) round trip truckloads from LaPorte, Texas). a. Up to 300 linear feet of temporary steam blow vent piping, as determined by our design group. 300 feet of vent piping is an estimate of the required amount of piping from the permanent piping tie-in points to the steam discharge location. The piping ranges from six (6) inches in diameter up to thirty-six (36) inches in diameter (in flanged -end sections, which are not specifically pre -fabricated for this project). Not all of the 300 feet of pipe may be required. Once layout is designed by ONYX, the vent piping quantity will be established. If additional piping is requested after the layout is designed, a change order will be required. b. Two (2) ONYX steam decelerators nis document is prepared for the exclusive use of the City of Vernon. No distribution or use is permifted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 00 Page 9 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California Pre-Cornmissionin Semices, Inc. Proposal 9 ONYX Job No.-04-1182. Rev. 00 e. Exiting vent system(s) as required by ONYX engineering. Blow out kits are not included in the vent system. d. Two 2 air -operated target inserters, and u ---------- p to fifty (50) polished brass targets. e. All gaskets, nuts and bolts for ONYX's temporary - po ry piping. f. Hoses for service water (2-inch) to the steam decelerators, up to 75 feet per location. g. Hose (3/4 inch) for plant air to the target inserter, up to 100 feet. h. Hose for draining water from the SAU, up to 60 feet. i. Safety barricade tape as required. 4 Personnel 4.1 Mobilization: One (1) mobilization of two (2) technicians. 4.2 Set Up: One (1) technician working one (1) 12-hour shift for up to two (2) days. 4.3 Service: Two (2) technicians working two (2) 12-hour shifts for up to five (5) days. 4.4 Rig -down: One (1) technician working one (1) 12-hour shift for one (1) day. 5 To be Supplied by Others 5.1 Assembly of all temporary vent piping, including all crab labor and supervision for - unloading from truck, assembly, movement of equipment for the exit locations, valve Positioning, breakdown and reloading onto trucks. 5.2 Craft labor and supervision for fixture of temporary piping supports, and modifications, which, may involve cutting and welding to accommodate installation of the temporary piping- 5.3 Temporary pipe supports (piping restraints are not required). 5.4 Temporary insulation as needed. 5.5 Review of ONYX's design package and field verification of the equipment/piping layout drawings. 5.6 Adaptor flanges as needed for temporary piping (150 psi). -r nrs aocument is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 0o Page 10 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project -*IONYX Vernon, California Pre-Comnlissioniny Services, Inc. Proposal ONYX Job No.—04-1182 Rev. 00 5.7 Client will be available for offloading, locating, reloading all of the temporary equipment as needed. 5.8 All utilities including air, water, nitrogen, electricity. 5.9 Operation of all permanent plant equipment. 5.10 Scaffolding as required. 5.11 Supervision of personnel (non -ONYX). 5.12 Steam at ONYX specked conditions. 6 Proposed Steam Blow Target Criteria 6.1 The target shall ber exposed to a steady flow of steam at the mass flow specified in our procedure. 6.2 No raised faced impacts larger than 1/32 inch (0.8mm) will•be allowed on any part of the exposed target surface. 6.3 No more than three (3) raised face impacts larger than 1/64 inch (0.4mm) will be allowed in any one (1) square inch of the exposed target surface. 6.4 No non -raised face impacts larger than 1/16 inch (1.6mm) will be allowed on any part of the exposed target surface. 7 Pricing — Steam Blow 7.1 Lump Sum Price: $ 54,800 00 7.2 Invoicing milestones: a. Delivery of procedures $ 27,400.00 b. Completion of Steam Blow Services $ 27,400.00 7.3 Out of scope prices: a. Technician (includes expenses) $ 850 00 per shift b. Design changes (after one (1) revision) $ 75.00 per hour C. ONYX equipment (after fifteen (15) days) $ 250.00 per day Wis document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre-CommissioNng Services Inc.This document must not be used as a development for work scope to be performed by others. Revision 00 Page 11 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California -*/ON>4X Pre -Commissioning Services, Inc. d. Demob/remob personnel (per man) (requires 48 hours notification for remob) ------- -- —--emoNremo b-Of e9a►prrrent----- f. Replacement of ONYX equipment 8. Exceptions: Pr ONYX Job No.-04-1182 RePv.. Oo $ 1,500.00 Replacement Value ONYX Pre Commissioning Services will supply temporary piping materials with the exceptions listed below. These materials will be partly fabricated but will require some field revisions and fabrication, these cost will not be to ONYX's account $• 1 Pipe supports will not be supplied 8.2 Modifications/fittings for air line tie-ins at drip legs and mud boots will not be supplied. 8.3 Valves, flanges, fittings and piping six inches and smaller in -diameter, or greater than 150 psi rating will not be supplied. 1pecifications: 1 ONYX provides supervision during the Cleaning event Onyx does not provide the labor, as it is not economical to do so when the customer already has manpower onsite. ONYX does have a mechanical group that can quote installing and or removing the temporary steam blow equipment. ONYX will in advance require the Customer to provide shift coverage seven.(7) days a week until completion to support these cleaning activities. ONYX does not provide for any replacement equipment i.e., gaskets, valve parts, spools etc. Terms and Conditions Payment is Net - 30 Based on acceptable terms & conditions Schedule: Steam Blowing Q1 - 2005 'his document is prepared for the exclusive use of the City of Vernon. No dis onsent or ONYX Pre -Commissioning Services, Inc. This document must not ritribution or use'sPermitted in used as a development for Part Or work whole without the express written ' evision 00 be ape to be performed by others. --- Page 12 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California -*/ON>'X Pre-COMMissioning Services, Inc. Proposal ONYX Job No.-04-1182- Rev. 00 MICROFLUSH® HIGH VELOCITY LUBE OIL FLUSHING _ Section 1— Scope of Services Item # 01 Two (2) GTX100 Combustion Turbines Item # 02 One (1) MP24 Steam Turbine General Information th ONYX Pre -Commissioning Services will supply equipment and personnel to perform flushing of e lube oil piping for two (2) Alstom GTX100 combustion turbines and one (1) Alstom MP24 steam turbine. The flush will be performed to manufacturer cleanliness specifications. 2 Design Package 2.1 ONYX Pre -Commissioning Services will supply complete detailed procedures. One (1) revision of procedures is included should any changes be requested by owner or client. 4 3 Equipment 3.1 ONYX will supply a. One (1) mobilization of equipment for up to twenty (20) days at the site (one (1) roundtrip truckload). b. Temporary piping Gumpers) hoses, and fittings to complete flow paths. C. External circulation pump and two (2) external filter pots. d. Filters e. Heat exchanger (if required). f. Gaskets, studs, and nuts for temporary piping and equipment g. Particle counting equipment h. Oil absorbent, rags as needed. i. Final report if required. 1J AlK"document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work sc ope to be performed ny wrten others. Revision W Page 13 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project *IONYX Vernon, California Pre -Commissioning Services, Inc. Proposal ONYX Job No.-04-1182. Rev. 00 4 Personnel 4.1 Mobilization: one (1) mobilization of two (2) technicians. 4.2 Set -Up: one (1) technician per 12-hour shift for 24-hour per day coverage for up to one (1) day. 4.3 Lube Oil Flushing: Combustion Turbines - one (1) technician per 12-hour shift for 24-hour day coverage for up to six (6) days. 4.4 Lube Oil Flushing: Steam Turbine - one (1) technician per 12-hour shift for 24-hour day coverage for up to five (5) days. 4.5 Rig -Down: one (1) technician for one (1) 12-hour shift per day for up to one (1) day. 5 To be Supplied by Others 5.1 Craft labor, supervision, equipment and mat erials tenals for loading and unloading of ONYX equipment, installation, fabrication or modification (as needed), and breakdown of temporary equipment 5.2 Craft labor, supervision, equipment and materials for system preparation and restoration, 24/7 support for all lube oil flushing operations, including operation of plant equipment, temporary equipment, cleaning of reservoir, etc. 5.3 Adaptor spools as needed to connect permanent equipment with 150 psi flanges on temporary flushing equipment 5.4 Utilities, including lighting, electricity (including wiring and connections), fuel and compressed air (including air hose) as needed. 5.5 Waste containers (55 gal. Drum). 5.6 Internal flushing filters (if required). 5.7 Safe work permits, safety barriers and scaffolding and as needed. 5.8 Technical liaison available 24-hours per day during flushing activities. 5.9 Waste disposal (used absorbent, rags, filters, etc). There should be no need to dispose of flushing oil as it will be the operating oil and will have been filtered. Mrxs cocument is Prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 00 Page 14 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California -*/ON>X Pre-Cornmissioning Services, Inc. Proposal ONYX -Inh Mn _AAA I W) D.- rv% 5.10 Crane 10-ton capacity for offloading, locating, reloading all of the temporary equipment. 5.11 Temporary storage tank for tube oil during reservoir cleaning. 5.12 Supervisor and labor for operation of valves, filter change -outs, air injection, etc., for the duration of the flush. 5.13 Carbon steel lube/seal oil piping must be shop cleaned or chemically cleaned prior to the oil flush. 5.14 Flushing Oil 6 Pricing — Lube Oil Flushing 6.1 Lump Sum Price . $ 56,400.00 6.2 Invoicing milestones are as follows: a. Delivery of pmcedures/equipment $ 28,200.00 b. Completion of Lube Oil Flush $ 28,200.00 6.3 Out of scope prices are as follows: a. Technician (includes expenses). $ 850.00 per day b. Design changes (after one (1) revision) $ 75.00 per hour c. ONYX equipment (after twenty (20) days $ 250.00 per day d. Demob/remob personnel (per man) $ 1,500.00 (requires 72-hour notification for remob) e. Demob/remob of equipment $ 5,950.00 per truck f. Replacement of ONYX equipment Replacement Value g. Additional filter sets (set of eight (8) filters) $ 185.00 per set Terms and Conditions: Payments are Net — 30 Rased on acceptable terms and conditions. Pros document is prepared for the exclusive use of the City of Vernon. No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others. Revision 00 Page 15 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project -*/ON>X Vernon, California Pre -Commissioning Services, Inc. Proposal ONYX Job No. -04-1182- Rev. oo AIR BLOW OF THE FUEL GAS SYSTEM Section 1— Scope of Services General Information ONYX Pre -Commissioning Services will supply equipment and personnel to perform air blowing of the fuel gas piping using the ONYX air blow temporary piping for noise and debris separation. The air blows will be performed until target criteria is reached. This criteria is to be determined City of Vernon and ONYX engineering. by the 2 Design Package 2.1 ONYX Pre -Commissioning Services will supply complete detailed procedures. One (1) revision of procedures is included should any changes be requested by owner or client. 3 Equipment 3.1 ONYX will supply a. One (1) mobilization of equipment for up to fourteen (14) days at the site (one (1) roundtrip truckload from Laporte, Texas). b. 1250 SCFM oil free air compressor. c. Up to 150 linear feet of temporary air blow vent piping, as determined by our engineering design group. 150 feet of vent piping is an estimate of the required amount of piping from the permanent piping tie-in points to the fuel gas discharge location. The piping ranges from ten (10) inches in diameter up to thirty-six (36) inches in diameter (in flanged -end sections, which are not specifically pre -fabricated for this project). Not all of the 150 feet of pipe may be required. Once layout is designed by ONYX, the vent piping quantity will be established. If additional piping is requested after the layout is designed, a change order will be required. d. One (1) ONYX air blow muffler. e. Exiting vent system as required by ONYX engineering, f. One (1) air -operated target inserter, and up to twenty (20) polished brass targets. g. All gaskets, nuts and bolts for ONYX's temporary piping. O�isdocument rs prepared for the exclusive use of the City of Vernon_ No distribution or use is permitted in part or whole without the express written consent of ONYX Pre -Commissioning Services, Inc. This document must not be used as a development for work scope to be performed by others Revrsron 00 Page 16 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project Vernon, California -*/ON>% Pre-COmmissioning Services, Inc Proposal ONYX Job No.-041182. Rev. 00 h. Hoses for service water (2-inch) to the steam decelerators, up to 75 feet per location. i. Hose (3/4 inch) for plant air to the target inserter, up to 100 feet. k. Safety barricade tape as required. I. Gaskets, studs, and nuts for temporary piping and equipment m. One (1) air blow valve n. Final report if required. 4 Personnel 4.1 Mobilization: one ('1) mobilization of one (1) technician from LaPorte, Texas. 4•2 Set -UP: one (1) technician per 12-hour shift for 12-hour per day coverage for up to one day. (1) 4.3 Air Blowing: one (1) technician per 12-hour shift for 12-hour day coverage for up to two (2) days. 4.4 Rig -Down: one (1) technician for one (1) 12-hour shift per day for up to one (1) day. 5 To be Supplied by Others 5.1 Craft labor, supervision, equipment and materials for loading and unloading of ONYX equipment, installation, fabrication or modification (as needed), and breakdown of temporary equipment 5.2 Craft labor, supervision, equipment and materials for system preparation and restoration, 1217 support for all air blowing operations, including operation of plant equipment, temporary equipment, etc. 5.3 Adaptor spools as needed to connect permanent equipment with 150 psi flanges on temporary air blowing equipment. 5.4 Utilities, including lighting, electricity (including wiring and connections), and compressed air (including air hose) as needed for target inserter. 5.5 Safe work permits, safety barriers, scaffolding as needed. 5.6 Technical liaison available 24-hours per day during air blowing activities. 5.7 Crane 10-ton capacity for offloading, locating, reloading all of the temporary equipment. document is Prepared for the exclusive use of the City of Vernon. No distribution consent of ONYX Pre -Commissioning Services, Inc" This document must not be ued as a deveis lopment in e whole beeper the express written Revision oo formitted work cope scope performed by others. Page 17 of 18 September 30, 2004 City of Vernon Vernon Power Plant Project -4%/0NYX Vernon, California Pre-COrnmissioning Services, In.-. Proposal ONYX Job No.—04-1182 Rev. pp 5.8 Diesel fuel for temporary air compressor - - —�-PrIcing—Air l©rviF±g efft e�LGaSs-System-_ 6.1 Lump Sum Price $ 28,220.00 6.2 Invoicing milestones are as follows: a. Delivery of procedures/equipment $ 14,110.00 b- Completion of Lube Oil Flush $ 14,110.00 6.3 Out of scope prices are as follows: a. Technician (includes expenses). $ 850.00 per day b. Design changes (after one (1) revision $ 75.00 per hour C. ONYX equipment (after fifteen (15) days) $ 250.00 per day d, Demob✓remob personnel (per man) (requires 72-hour notification for $ 1,500.00 remob) e. Demob/remob of equipment $ 5,950.00 per truck f. Replacement of ONYX equipment Replacement Value g. Temporary air compressor (beyond seven (7) days) $; 575.00 per day h. Additional mob/demob of air compressor $ 1,400.00 per mob Terms and Conditions: Payments are Net - 30 Based on acceptable terms and conditions. document is prepared for the exclusive use of the City of Vernon. No distribution or onsent of ONYX Pre Commissioning Services, Inc. This document must not be used as a development for work scope use is permitted in part or whole without the express written 'evision 00 ope to be performed by others. Page 18 of 18 _. September 30, 2004 7! 0 ;c ic I uf boo, LI\`^�] ;l�: �!ƒ}!}. }f'4f. i. 5 i � � i o g c: • C i • Ei Z ~ F � - •• 5 3 E � a a E f s � � s s t e � = L �w ` x Y s A LSTf' M ADMISSION STEAM SYSTEM Steam Blowing of Admission Steam Piping Steam Blowing Turbines and C Purpose STI-#%Xnb r Edtm o., KkA 5100-01 E 5 SD of Admission Steam Piping to Steam ndensers with Bypasses. Completely or partly new boiler superheaters and all turbines and condensers admission lines shall be steam blown before the turbines and condensers are taken into operation. .The purpose of the steam blowing is to remove oxide scales, rust, welding sparks and other foreign matters to prevent clogging of the turbine steam strainer, damages to the turbine or condenser. ALSTOM Power Sweden will not be responsible for any damages, which can be related to foreign matters transported in steam piping. It is recommended that the boiler supplier is performing the steam blowing in co-operation with the turbine supplier Methods Two methods are preferably used for steam blowing of admission steam piping to steam turbines and condensers with a bypass. The one, which is described more in detail in this document, is called shock blowing. The other method is called continuous blowing/silent blowing, and is only shortly described below. Continuous blowing/silent blowing is common used for combined cycles. Principles for shock blowing The result of the shock blowing is mainly influenced by the following factors.: • Dynamic (impact) pressure in superheaters and piping during blowing • Duration of blowing • Number of blowings • Pipings temperature difference between blowings and cooling down periods bndusprfal TwbG Sep 4 - ,, ADMISSION STEAM SYSTEM A LST Steam Blowing of Admission Steam Piping ST4� Ecftm Doc w w 5100-01 E 5 SD Dynamic pressure at shock blowing suffrcient d�namicppressure s by-i r-the-most mportant=#actor-to-obtam=a -goodTesult—---------- of the steam blowing. The dynamic pressure of the blowing must exceed the dynamic pressure at maximum steam flow at rated conditions. Following is valid with index A representing maximum steam condition during operation and B representing steam conditions at steam blowing. c = steam velocity v = specific steam volume m = steam mass flow (2CV2 / > l2v) i.e. $ A (m2 . V)B > (m2 _ V)A FBVAmB>mA• Example PA = 61 bars TA = 450 °C F-,�A— B mB > mA • PB = 30 bara TB = 350 OC mB > 24,8 kg/s or p = steam pressure, static t = steam temperature mA = 33 kg/s vA = 0,051189 m3/kg vB = 0,090526 mB > 33 . �0,051, Based on: St06-0tE:4 ALSTOM Past Sweden AS kwj trb l TudEioe SeW-4 b A LST ,, M ADMISSION STEAM SYSTEM ■ Steam Blowing of Admission Steam Piping 3 ST}number Ed6an Doc Kind 5100-01 E 5 SD To ensure that the desired combination of mass flow mB and specific volume vB are obtained it is suitable to make at least an estimate or a rough measurement of the steam flow by a permanent or temporary flow meter. The specific volume shall be calculated from pressure and temperature measured close to the boiler. If the superheaters are to be included in the blowing, the measurement shall be taken upstream the superheater's i.e. in the drum, otherwise after the boiler shut-off valve. Duration of shock blowing Each blowing shall be going on until the pipe close to the target bar has got the same surface temperature as the pipe close to the boiler. See further under heading, "Performance of shock blowin " below. Number of shock blowings The blowing shall be repeated until the piping is deemed clean. See further under heading, 'Performance of shock blownn " below. Temperature difference at shock blowing High temperature difference between blowing and cooling.down periods contributes to the braking away of oxide scales in the piping. Consequently, blowing periods with Stearn temperature as close as possible to normal operating temperature, shall be followed by cooling down periods to a piping wall temperature as close to ambient as possible. If the boiler is fired during the steam blowing the steam temperature can normally be kept high. If the boiler is not fired the steam temperature will be less than the drum saturation temperature. Consequently the drum pressure shall be as high as possible at the beginning of the blowing, 50-100 % of normal operating:pressure is recommended. Blowing before thermal lagging of the piping reduces the duration of the cooling down periods and is desirable. However, it must be accepted that the cooling down periods are long, approx. 1 hour or more with uninsulated pipes and approx. 3A hour with insulated pipes. The cooling down time contributes heavily to the total duration of the steam blowing. Rued on : 5100-0tE:1 AISTOM Pb Sweden AS kMusMa1 1,.b~ sew..i 3 ALST , :-M ADMISSION STEAM SYSTEM Steam Blowing of Admission Steam Piping Blow O f pipe 4 STI-ft"A er Eddban p0, pW 5100-01 E 5 SD -- A temporary blow off pipe shall be routed from the turbine ESV (Emergency Stop -- -- - alve) LU the a — osphcre.zn—.i -pipe sh-all-be of the same oi�of site as the admission— - ---- -- line. Shut off valve A shut off valve for controlling the blowing must be installed. The valve may be situated anywhere between the drum and atmosphere but the following must be considered. • A valve at the boiler end of the piping gives the lowest pressure in the piping and consequently the highest specific steam volume and the lowest mass flow to obtain the desired dynamic pressure. • If the superheaters shall be blown, the best valve position is after the drum. • If only the piping shall be blown the best position is at the boiler end of the steam admission piping. s It is possible to use a valve close before the turbine for controlling the steam flow. However, this position results in a higher pressure in the piping and consequently required a higher steam flow to obtain the desired dynamic pressure- i s • If a valve situated close before the turbine is quick opening (opening time a few seconds) most of the blowing can take place with fully open valve and the 2 s disadvantage of the valve location is negligible. • A valve in the temporary blow off pipe is quick opening (opening time a few seconds) most of the blowing can take place with fully open valve. s Target The target shall be mounted as close as possible to ESV (Emergency Stop Valve). A square bar of polished steel plate St 37.4 or similar with hardness 140-160 Brinell and with clean and smooth surfaces shall be mounted at the free end of the temporary blow off piping as a target for impurities blown out. • The four sides shall be marked with the blow number. • The length of the bar shall exceed the diameter of the pipe. • The width should be approximately 10-15 % of the diameter, which gives a sufficient target area for the impurities blown out without any considerable throttling of the steam flow. Based m : 5100 IE:4 ALSTOI.I PD..e, S-d. AB kw-s Tvt— Segment 14 0 ALSTC,::M ADMISSION STEAM SYSTEM Steam Blowing of Admission Steam Piping STNUNae. Fd*M oo,- ►crw 5100-01 E 5 SD Performance of shock blowing rIsin _ During pressure rising of the boiler, the valve, which is intended for controlling the blowing steam flow, may be kept slightly open to give a cooling steam flow through the superheaters. The pressure should be raised to at least 50 % of rated pressure. Blowing The blow control valve is opened quickly until desired steam flow is obtained and is kept open until the pipe close to the target bar has got the same surface temperature as the pipe close to the boiler. The boiler pressure is raised again and the blowing repeated a number of times. Acceptance criteria The fast blowing(s) shall be performed without the target bar installed due to the considerable amount ofparticles blown out. When the steam is deemed smounted clean the target is and the blowing is repeated After each blowing the is twned 90 degrees. By comParing the target surfaces it is Iris 1.5 possible to see how the steam The blowing is finished when the following conditions have been quality Proves. t. i l f a). Two successive target bars show no damage outside the limits prescribed below. s l = b) Following a 12-hour cooling down of the system, two further targets bars show no damage outside the limits a prescribed P below. A 12-hour cooling down of the system is not r for a "con required, "continuos bowing". F The limits to acceptable target bar damage are: 3 € f • No indentation exceeding 0,8 mm diameter. • Indentations exceeding 0,4 mm diameter to number not more than 2 per 10002 mm of the target bar surface. • Indentations exceeding 0.2 mm to number not more than 10 per 1000 mm of the target bar surface. This limit is only valid for admission lines to turbines, not for admission lines to condensers. • Indentations less than 0.2 mm to be well dispersed with low concentration and or nowhere present on concentration. This limit is only valid for admission lines to turbines, not for admission lines to condensers. Based o : 5100-0AISTOM Rower %vd_ AS YWusfl 4 Turbine Seger* z%"`, ADMISSION STEAM SYSTEM °a°° L�LST',�- M 6 �,, Steam Blowing of Admission Steam Piping SWnun6w Ed m Doc. Kid. 5100-01E 5 SD Principles for continuous blowing/silent blowing A con o of wirig/illent o�wm ig s des�gne t mazinuze a mass velocity head or fluidization potential using the available steam conditions. This i s accomplished by using low steam pressures and subsequent high specific volumes to achieve high steam velocities continuously throughout the system. Water is injected to decelerate and desuperheat the steam in the vent piping while reducing the noise. Performance of continuous blowing/silent blowing. Start the boiler and heat -up the pipes. Temperature to be approximately 80'/o of operational temperature. Mass flow for main steam inlet to be approximately 301/o of operational flow. Heat up the pipes and maintain this temperature for one hour. Use the permanent atemperator on the boiler to bring down the temperature to 28 -C (50 °F) above saturation temperature and maintain it for 15 minutes. Let the temperature rise and maintain it for 1 hour again. Do this thermal shocks at least 3 times. Located at the desuperheater outlet is a temporary desuperheater station located for thermal shocking of the main steam line. Bring the temperature down to 28 *C (50 °F) above saturation temperature by using the temporary deguperheater station and maintain the temperature for 15 minutes. Let the temperature rise and maintain the temperature for 1 hour. This thermal shock of the main steamline to be performed at least 3 times. Mount at target, same criteria (material and accepts) for the target as for shock blowing. The target shall be exposed for 20 minutes. Continue blowing for one hour and mount a second target, if these 2 targets are not acceptable the thermal shocks shall be repeated and 2 new target shall be taken. vas.. m : oiwrn ecs 4dusbiai Turbine Seg.." ADMISSION STEAM SYSTEM Pve Steam Blowing of Admission Steam Piping STI-aumDe` EcHm Oo,. Kind 5100-01 E 5 SD Preparation for steam blowing The forces and moments on the steam -blowing tool shall not exceed the values figure 1 shown in :.z 8 0 �_ fit Jill I l s Allowable Forces and Moments on i -Co inecDon P Pe .Metric units Fx FY Fz Mx kN kN..: MY Mz kIJ :. kNm .. +5•5 a5 f.5°5 kNin . kNin t. F,is lisp urrits Fz MX : Ibf . .. Ibf Ibf - . Ibf "8 . My IbFft lbf fi + f.125 k..1125 ik i l25 t 3690' - 225 . t 3690 .' . t 36% Baaea on : s�oo-we:� :LL TO" P-- Sreda� n kid —VW Tu -- Segment �LST,M HYDRAULIC SYSTEM 33 Page •+ Pressure Testing/Oil Flushing - Requirement 1 (1) ST)- ro Edbm, Doc rC W 3300-01 E I SD Pressure Testing and Oil Flushing of the Hydraulic System A thorough cleaning is an absolute requirement for a proper hydraulic oil system function. After the hydraulic piping has been installed, a "Pressure Testing and Oil Flushing Program" therefore has to be carried out. The detailed program is made for each customer. A brief summary of the procedures is given before. Brief procedure • Components like the servomotors and the supply unit are factory tested and cleaned before delivery. The pipe system, however, has to be cleaned and pressure tested after installation. # • Pressure testing and oil flushing is carried out by using the systems own supply unit i i f Increased flushing capacity is achieved by using the drive pressure from the ! accumulator. £i • h At the position of each "Piping S Component", P° "P g System ys there is a temporary connection s installed between the pressure pipe and the return pipe, in order to bypass the J; component and permit the pressure testing and flushing procedure. Repeated flushing s � fill, Repeated flushing is required after a major overhaul or an eventual reconstruction of the 1.8 system' WUS& ai TvbkW Snawd C A LST M LUBRICATION SYSTEM 32 Flushing - Requirement STl- wn*- Edson ooc Kind 3200-04E 3 SD Flushing of the Lubrication Oil System GeneralThe lubrication oil system shall be flushed before first turbine start and if required when changing the oil charge. This instruction deals with both procedures. When changing oil due to low quality of the oil when the plant has been in operation, it can be necessary to clean the system before filling up with a new charge of oil. In such a case inspection of the surface treatment in the system and touch up of the painting can also be necessary. $ For particular orders the flushing procedure is described in the drawing file under divider HG3010. , Draining old on IN Is � s i The oil shall be drained in warm condition. Make sure that the heaters are switched off before the oil is drained. Make sure that all oil has been drained from pipes, coolers, n components low points, etc. .1 N < Clean the.oil tank and filter casings carefully on the inside (for cleaning of the filter, see "Flushing" below.)• The rest of the system is then cleaned by flushing. _ In this case the bearing parts shall not be blinded off, i.e. no by-pass hoses are necessary. At first start These instructions assume that the main oil tank, pipes, components, turbines, gears, generator etc., have been carefully cleaned. During the fast and second flushing the bearing parts are blinded off to avoid any dirt from entering the bearings. Before the rotor is rotated for the first time the complete lube oil system must have been flushed. Pipes that are not included in the normal oil flushing are to be disassembled and cleaned by washing and blown dry by compressed air. eased on : 32oe-otE1 k.sroM Pow. s� AS kKkn% W Twto segnwA LUBRICATION SYSTEM 32 Page A LST :"- (3) Flushing - Requirement Edition oc, Win d 3200 3200-04E 3 SD Remarks! • Cotton waste or fluffing rags must not be used for cleaning. —•—Diesel--fuel- nd-silicone-type-sealing-compound=will destroy-the-oil-and--must-not-under---- any circumstances be used. • Only new flushing oil shall be used ,ISOVG32 or ISOVG46, depending on which oil shall be used during operation. The oil shall be delivered in accordance with ALSTOM Power's technical delivery terms. Delivery control of the flushing oil shall be in accordance with ALSTOM Power's document for this purpose. The amount of oil required is equivalent to at least half the volume of the reservoir. Under certain circumstances the oil can be used as ordinary lubrication oil after having been used for flushing. See further "After flushing" below. • If a separate flushing oil is used it is advantageous to select an oil of one grade lower viscosity than the oil for normal operation. a Preparations The inlet pipes are to be connected to the outlet pipes by hoses and the connections to the `< bearings are to be blinded off. lt 3 The oil filter cartridges shall be removed and kept well protected from dust and dirt. _ Arrange for beating of the oil by e.g. connection of hot water to the cooling water t t j connections of the oil coolers. Max permitted water temperature is 80°C (176°F). An oil temperature of 60-70*C (140-160°F) should be flushing. maintained while In some cases when electrical beaters are installed, they can be used. 3 g If there is an external oil urifier, it shall also be connecte ed. d. Any adjustable orifice or pressure regulating valve in the main supply piping shall be fully open. Flushing If an oil purifier is available, the oil shall be cleaned during the flushings for as long as possible. First flushing The fast flushing is carried out without any filter cartridges installed in order to have as large volume flow as possible in order to flush any dirt back to the reservoir. • Start oil vapour fan and main oil pumps. • The flushing is to continue for 2 hours. ALSTOM Power Sweden AS Based on: 1200-84E1 kWuseial Turbine Segment ALST ,.F'M LUBRICATION SYSTEM 32 Flushing - Requirement Ve 3P(3) SD-^ E66an Doc Kmd 3200-04E 3 SD Second flushing The second flushing is carried out with the filter cartridges installed. -- - -- - • e_Mter-casingsare_t efu leaned 113�c ,especially-on=ihe=clean�side.--=- --- --- - _ -- Flushing is to continue for 3 hours. • At the end of the flushing, bunting spades are placed in the flanged joints of the inlet pipes to. check that the system is clean. • If there still remains any dirt, continue flushing until the system is clean. After flushing The flushing oil can under certain circumstances be used as ordinary lube oil after the flushing if the oil has not deteriorated to any noticeable degree during the flushing. Take samples and analyse according to applicable parts of ALSTOM Power's technical delivery terms, and compare to the requirements in the material data sheets for ISOVG32 or ISOVG46, depending on which oil quality is used. If the flushing oil is used as ordinary oil, samples shall be taken and analysed again after approximately 500 hours operation. If the flushing oil can not be used as ordinary lube oil, the oil shall be drained oft in warm condition. Clean the oil tank and filter casing carefully. If an alarm is given when the flow has been throttled to normal flow, change the filter cartridges. Also change the filter cartridges if the oil was very dirty. All by-pass couplings, blind plates and all bunting spades are to be removed. Check if there is any dirt sampled just before the bunting spades gr in hoses or bellows, if any. Refilling with new oil Refill new oil, ISOVG32 or ISOVG46, depending on which oil shall be used during operation. The oil delivery shall be in accordance with ALSTOM Power's technical delivery terms and the delivery control shall be in accordance with ALSTOM Power's document for this purpose. The oil level during operation shall be within the permitted limits. See the signs at the level glass. The filling filter can be either a unique filter used only for this purpose or if there is a purifier this can be used. It is also possible to use the ordinary filter if the cartridges are replaced by some with finer mesh size than the ordinary. The purity of the oil at filling up the tank and the maintenance of the oil in the future have a very significant impact on the lifetime of the oil. 53"d on: 720044E1 - _- kWUSWN Twbm SegneM EXHIBIT B INSURANCE SCHEDULE Onyx 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 Ha7ard.q Automobile Liability Bodily Injury PropgM 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 11. Liabilitv 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 $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. EXHIBIT "B" S EXHIBIT "C" PROGRESS SCHEDULE (REVISION TO BE SUPPLIED BY ONYX) EXHIBIT "C"