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Resolution No. 8919
.. , 1 2 3 RESOLUTION NO. 8919 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF VERNON AND GALLIERA INC. DBA TRICO CONSTRUCTION AND RATIFYING THE AUTHORIZATION TO PROCEED FOR THE VERNON SUBSTATION WEST SWITCHGEAR ROOM 4 5 6 7 8 9 10 WHEREAS, the 7KV distribution switchgear in the West Switchgear Room of the Vernon Substation that supplies power to feeders 1-16 has an inadequate interrupting rate when the Malburg 11 Generating Station is online; and 12 13 14 15 16 17 18 19 20 21 22 23 WHEREAS, the CitY,has determined that it needs the services of a firm to replace the existing switchgear with switchgear that has an adequate interrupting rating and design, manufacture, test and deliver all material, equipment and construction services necessary to replace the switchgear (collectively, the "Switchgear") for the benefit of the Vernon Substation; and WHEREAS, Galliera Inc., dba Trico Construction ("Trico") submitted a proposal dated November 9, 2005, that includes a description of the proposed equipment and services necessary for the Switchgear; and WHEREAS, the City has determined that Trico possesses the technical knowledge and expertise to furnish the equipment and perform the services required by the City for the Switchgear; and 24 25 WHEREAS, City staff have recommended that an agreement with 26 Trico be approved and executed to purchase the equipment and services for the Switchgear to facilitate the operation of the Vernon 27 28 Substation; and . 1 WHEREAS, in order to lpck in the cost of the equipment and 2 avoid significant and unnecessary delays, the Acting City Clerk 3 authorized Trico to proceed with the purchase of the equipment on 4 November 29, 2005, subject to ratification by the City Council; and 5 WHEREAS, the City Council desires to ratify the actions of 6 the Acting City Clerk in authorizing Trico to proceed with the purchase 7 of the equipment; and 8 WHEREAS, the City Council of the City of Vernon has 9 determined that, pursuant to the provisions of subsection (a) of 10 Section 2.27 of the Vernon City Code, it is in the public interest and 11 necessity to enter into a contract with Trico setting forth the terms 12 and conditions for the performance of the Switchgear services to 13 enhance services provided to the Vernon community. 14 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 15 CITY OF VERNON AS FOLLOWS: 16 SECTION 1: The City Council of the City of Vernon hereby 17 finds and determines that the recitals contained hereinabove are true 18 and correct. 19 SECTION 2: The City Council of the City of Vernon hereby 20 approves and ratifies the actions taken by the Acting City Clerk in 21 giving Trico an authorization to proceed with the purchase of the 22 Switchgear equipment. 23 SECTION 3: The City Council of the City of Vernon hereby 24 approves the Equipment Purchase and Professional Services Contract 25 with Galliera Inc., dba Trico Construction, in substantially the same 26 form as the copy which is attached hereto as Exhibit A and 27 incorporated by reference, in an amount not to exceed $1,518,663.00. 28 I I I - 2 - 1 SECTION 4: The City Council of the City of Vernon hereby 2 authorizes the Mayor to execute said Agreement for, and on behalf of, 3 the City of Vernon and the Acting City Clerk is hereby authorized to 4 attest thereto. 5 SECTION 5: The City Council of the City of Vernon hereby 6 authorizes the Acting City Clerk, or his designee, to make whatever 7 nonsubstantive, administrative and/or text changes, upon advice of 8 counsel, to the Contract and to execute any and all documents 9 necessary to implement and carry out the purposes specified in the 10 Contract on behalf of the City of Vernon and to perform such other 11 actions deemed necessary or advisable. 12 SECTION 6: The City Council of the City of Vernon hereby 13 14 15 16 17 18 directs the Acting City Clerk, or his designee, to send one fully executed Contract to: Galliera Inc. dba Trico Construction Attn. James Bruschera, General Manager 445 Hampshire Street San Francisco, CA 94110 SECTION 7: The City Clerk of the City of Vernon shall 19 certify to the passage of this resolution, and thereupon and 20 thereafter the same shall be in full force and effect. 21 APPROVED AND ADOPTED this 7th day of December, 2005. 22 23 24 25 ~ ,/'LE()NIS C. 'MA"BURG, M~yor ATTEST~ ~ BRUCE -. .~KENHORST, JR. Acting City Clerk 26 27 28 - 3 - 1 STATE OF CALIFORNIA 2 ss COUNTY OF LOS ANGELES 3 4 I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of 5 Vernon, do hereby certify that the fo~egoing Resolution, being 6 Resolution No. 8919, was duly adopted by the City Council of the City 7 of Vernon at a regular meeting of the City Council duly held on 8 Wednesday, December 7, 2005, and thereafter was duly signed by the 9 Mayor of the City of Vernon. 10 11 12 13 BRUCE V. MALKENHORST, JR. Acting City Clerk 14 ( SEAL) 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - EXHIBIT A . \Q) p i~dF If EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT THIS CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as ofthis 7th day of December, 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 GALLIERA, INC., dba TRICO CONSTRUCTION (hereinafter referred to as "Trico") 445 Hampshire Street San Francisco, CA 94110 RECITALS WHEREAS, the 7KV distribution switchgear in the West Switchgear Room of the Vernon Substation that supplies power to feeders 1-16 has an interruptible rating of 20,500 A, but when the Malburg Generating Station is online the switchgear cannot be used because the interrupting rate is inadequate; and WHEREAS, the City has determined that it is in the City's best interest to retain the services of a firm to replace the existing switchgear with switchgear that has an adequate interrupting rating and design, manufacture, test and deliver all material, equipment and construction services necessary to replace the switchgear (collectively, the "Switchgear") for the benefit of the Vernon Substation; and WHEREAS, Trico has prepared a proposal dated November 9, 2005, for the equipment and services, installation and testing necessary for the Switchgear, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (collectively, the "Proposal," which Proposal includes the quote dated October 6,2005 from Myers Power 1 . .. Products, Inc. and Work Schedule, a copy of which is attached to the Proposal; and WHEREAS, the City has provided to Trico the City's Specification No. ST-SG-l- 2005 Substation Class Aisleless, Indoor Metal-Clad Switchgear for Vernon Substation #1 Section dated April 20, 2005, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference (the "Specifications"); and WHEREAS; Trico represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the equipment and perform the services that the City requires, as set forth in this Contract, the Proposal, and the Specifications, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Switchgear has been competitively bid, and Trico's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Trico to provide for the Services and Equipment, each as defined below, necessary for the Switchgear on the terms and conditions set forth below. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The Work. 1.1 Certain Definitions. The following terms shall have the following meanings for purposes of this Contract: 1.1.1 Contract Documents. The term "Contract Documents" as used herein shall mean and refer to and include this Contract, the Proposal, the Specifications, and all other exhibits and attachments hereto and thereto, as well as amendments and modifications hereto and thereto that are approved in writing by the parties, and authorized Change Orders (as defined below) that are signed by the parties. All of these documents form the Contract, and all are as fully a part of the Contract as if attached to this Contract or repeated herein. In the event 2 ~ . of a conflict between the Proposal or the Specifications and this Contract, the terms of this Contract shall prevail, and in the event of a conflict between Proposal and Specifications, the Proposal shall prevail. This Contract includes Exhibits A through D, each of which is attached hereto and incorporated herein by its reference and is a part of this Contract. 1.1.2 Proiect. The Project is the purchase and delivery of all materials, equipment and construction services for the Switchgear. 1.1.3 Proiect Manager. The City's Project Manager shall be The City reserves the right, in the City's sole discretion, to replace Mr. as the City's Project Manager upon notice to Trico. 1.1.4 Site. The Site shall be Vernon, California. 1.1.5 Substantial Completion. Substantial Completion shall mean the date on which all Work is substantially completed in accordance with the Contract Documents and all applicable statutes, laws, regulations, and other legal authorities; all testing has been completed and accepted by the City (including any additional testing that the City elects to perform, at the City's cost); all documentation required under the Contract Documents has been provided to and accepted by the City; and all authorizations, certificates, and permits required in order for the City to use the Work have been obtained and complied with, such that the City can utilize the Work for its intended use, subject only to completion of minor, punch list items that do not affect the usability of the Project. 1.1.6 Trico's Representative. Trico's Representative shall be unless replaced by Trico by written notice to the City; provided, 3 however, that the City must approve, in its reasonable discretion, any replacement of Trico' s Representative. 1.1.7 Work. The Work comprises the completed construction required by the Contract Documents or reasonably inferable therefrom and includes all of the Services to be performed and the Equipment to be obtained, installed, and tested by Trico or any of its employees, agents, contractors, or subcontractors under the terms of the Contract Documents. 1.1.8 Services. Trico shall perform or cause to be performed all the work required by the Contract Documents or reasonably inferable therefrom for the design, construction, manufacture, testing and delivery of the Switchgear (the "Services"). 1.2 Equipment/Trico Equipment. Trico shall obtain and sell, deliver, and install or construct all of the materials, equipment, and supplies described in the Contract Documents or reasonably inferable therefrom required to design, construct, manufacture, test and deliver the Switchgear (collectively, the "Equipment"). Trico shall obtain the use of all equipment necessary to perform the Services, including, without limitation, trucks, forklifts, cranes, etc. (collectively, the "Trico Equipment"), and the cost of obtaining and using the Trico Equipment is included in the Contract Sum, as defined below. 1.3 Trico' s Obligations. Trieo has represented to the City that it is qualified, willing, and able to perform the Services. Notwithstanding anything to the contrary contained in this Contract, the City and Trico agree and acknowledge that the City is entering into this Contract in reliance on Trico's special and unique abilities with respect to performing the Services. Trico accepts the relationship of trust and confidence established between it and the City by this Contract. Trico shall use its best efforts, skill, judgment and abilities to further the 4 - interests of the City in accordance with the City's requirements and procedures. In that connection, Trico represents, covenants and agrees as follows: 1.3.1 Permits. Trico will be solely responsible for obtaining all required permits, authorizations, and consents required from all governmental or quasi-governmental authorities in connection with the Work. The cost of obtaining the permits, authorizations, and consents is included in the Contract Sum; provided, however, that, the City shall be liable for the actual costs of any permits or fees imposed by any governmental or quasi-governmental agency. 1.3.2 Compliance with Law: Defects. All Services performed, documents prepared, and Equipment provided by Trico will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects. If any of the Services or Equipment are not acceptable to the City, Trico shall promptly reperform such Services or repair or replace such Equipment without cost or expense to the City. 1.3.3 Skill and Experience. The Services shall be performed using the degree of skill and judgment and shall be of the standard and quality which prevail among recognized professionals who provide similar services for similar projects throughout the United States. Trico possesses a high level experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity and nature of this Project, and it will perform the Services with the care, skill and diligence of such a contractor. 1.3.4 No Release. Trico's duties shall not be diminished by reason of any approval by the City, nor shall Trico be released from any liability by reason of such approval by the City, it being understood that the City at all times is relying upon Trico's skills and knowledge. 5 1.3.5 Authorizations. Trico is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws. Each subcontractor shall be licensed as a contractor under California law. 1.3.6 Due Diligence. Trico (a) has fully inspected the Site and is familiar with the local and special conditions under which the Work is to be performed, (b) has thoroughly reviewed the Contract Documents, (c) has determined that the Contract Documents are sufficiently detailed to determine the Contract Sum, (d) agrees that the Contract Sum is adequate and reasonable compensation for all the Work and Trico's assumption of all foreseeable risks, hazards, and conditions in connection with the Work, and (e) has determined that the Project can be completed in accordance with the Contract Documents. 1.3.7 Capability. Trico and all subcontractors are financially solvent and possessed of sufficient working capital to complete the Work and perform all obligations hereunder. Trico is able to furnish the tools, equipment, supplies, equipment and labor required to complete the Work and perform its obligations hereunder. The foregoing representations, covenants, and agreements shall survive any termination of this Contract and final completion of the Switchgear and are in addition to, and not in lieu of, !illY and all other liability imposed upon Trico by law with respect to Trico's duties, obligations and performance hereunder. 6 2. Time of Performance. Trico shall commence and complete the Switchgear as follows: 2.1 Time Schedule. Trico shall begin to obtain the Equipment and perform the Services (including entering into any contracts as required to accomplish the Work) upon the full execution of this Contract (the "Commencement Date"). Trico shall diligently prosecute the work and achieve Substantial Completion no later than 39 weeks (the "Substantial Completion Date"). The time between the Commencement Date and the Substantial Completion Date shall be the "Contract Time". In addition to achieving the Substantial Completion Date, Trico shall be obligated to accomplish the milestones described in the Work Schedule by the dates set forth in therein, as defined in Paragraph 7.8 below. 2.2 Inability to Meet Time Schedule. Except if performance is excused, as set forth in Paragraph 2.3 below, Trico's failure to install the Equipment and complete the Services within the Contract Time, or Trico's failure to achieve the milestones by the dates set forth in the Construction Progress Schedule, as defined in Paragraph 7.8 below, shall constitute a material default of this Contract, and, among other remedies available to it, including those set forth in this Paragraph 2, the City shall have the option of terminating this Contract. 2.3 Force Maieure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force. The term "uncon~ollable 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 7 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 Trico for administrative or other costs or expenses; provided, however, that if the time for achieving Substantial Completion is materially extended by reason of uncontrollable force through no fault of Trico, Trico shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Trico's direct cost resulting from such delay. 2.4 Trico' s Delay. If the City determines that the performance of the Work has not progressed or reached the level of completion required by the Contract Documents so as to achieve the timely and orderly completion of the Work by the date for Substantial Completion, the City shall have the right to order Trico to take corrective measures deemed necessary or desirable by the City to expedite the progress of construction (and Trico hereby covenants to perform such corrective measures), including (a) working additional shifts of overtime, (b) supplying additional manpower, equipment and facilities, and (c) other similar measures (collectively, the "Extraordinary Measures"). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The City's right to require Extraordinary Measures is solely for the purpose of ensuring Trico's compliance with the milestones and the date of Substantial Completion. 8 2.4.1 Contract Sum. Trico shall not be entitled to any adjustment in the Contract Sum in connection with Extraordinary Measures required by the City under this Paragraph 2.4. 2.4.2 Exercise of Right. The City may exercise its rights under this Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Tricots performance of the Work will comply with the completion date set forth in the Contract Documents. 2.4.3 Further Rights. If the City determines, in its sole discretion, that Trico's corrective measures are not sufficient to expedite the progress of the construction of the Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to Trico, to take such corrective measures itself, in which event the City may deduct its costs and expenses with respect to such corrective measures from the amounts due to Trico under the Contract Documents. 3. Contract Sum. 3.1 Contract Sum. As full and complete compensation for all Services and Equipment (including Trico Equipment) provided by Trico and its agents and subcontractors, if any, the City shall pay to Trico, subject to additions and deductions by Change Order as provided in the this Contract, the amount of One Million, Five Hundred Eighteen Thousand, Six Hundred Sixty-Three Dollars and No Cents ($1,518,663.00) (the "Contract Sum"). The Contract Sum includes the Myers Power Products, Inc. equipment price of Nine Hundred Seventy-Two Thousand One Hundred Twenty Dollars and No Cents ($972,120.00), taxes excluded, (the "Contract Myers Cost"). Except for costs to be borne by the City, as described in this Contract, and except for authorized Change Orders signed by the City, the City is under no obligation to 9 compensate Trico for Work, Equipment, Trico Equipment, Services, or fees incurred under this Contract in excess of the Contract Sum, and no reference to time and materials charges in the Proposal or Specifications shall mean that there is any obligation by the City to pay any amount in excess of the Contract Sum for any work described in, or reasonably inferable from, the Contract Documents. 3.2 Costs in Excess of Contract Sum. If the actual cost of the Work exceeds the Contract Sum, as adjusted for changes in the Work which have been approved in writing by City, Trico shall pay such excess from its own funds, and the City shall have no liability for the payment of all or any part of the excess. 4. Payment Terms. 4.1 Application for Payment. On or before the fifteenth day of each month during the performance of the Work, Trico shall submit to Project Manager, for approval by Project Manager and the City, an itemized Application for Payment certified as true and correct by Trico's Representative, in form and substance acceptable to the City and Project Manager, supported by such data substantiating Trico' s right to payment as the City may require. Such Application shall cover all Work completed during the previous calendar month, and shall: 4.1.1 set forth in reasonable detail the costs and expenses incurred or paid by Trico during the immediately preceding calendar month to any subcontractor, materialman, employee or laborer for services actually performed and for materials actually incorporated in the Work (or suitably stored on the Site); 4.1.2 show the names of contractors, subcontractors and materialmen to be paid and the amount to be paid to each; 10 4.1.3 set forth the total amount of expenditures to date and the total estimated expenditures to be made for the remaining balance of the Work; 4.1.4 set forth the total amount of retainage to be held by the City pursuant to Paragraph 4.3.1 of this Contract; and 4.1.5 be accompanied by copies of invoices, payrolls, equipment rental schedules, affidavits, and such other evidence as City may require to support the Application for Payment submitted by Trico. 4.2 Certificate for Payment. Project Manager shall, within seven (7) days after the receipt of Trico's Application for Payment, either issue a Certificate for Payment to City, with a copy to Trico, for such amount as Project Manager determines is properly due, or notify Trico in writing his reasons for withholding a Certificate as provided in Paragraph 4.3.2 below. 4.3 Progress Payments. 4.3.1 Payment by City. Not later than thirty (30) days following City's receipt of the Certificate for Payment from Project Manager, the City shall pay to Trico the amount of ninety percent (90%) of the amount set forth in the Certificate of Payment properly allocable to labor, materials and equipment incorporated in the Work or suitably stored at the Site, for the period covered by the Application for Payment, less the aggregate of previous payments made by the City and less any amounts withheld for a reason set forth in Paragraph 4.3.2 below. 4.3.2 Payment Holds. Project Manager may decline to certify payment and may withhold his Certificate in whole or in part, to the extent necessary to protect the City, if ! in his opinion the Work has not progressed to the point indicated or the quality of the Work is not 11 in accordance with the Contract Documents. Project Manager may also decline to certify payment because of: (a) defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Trico to make payments properly to Subcontractors or for labor, materials or equipment; (d) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (e) damage to City or another contractor; (f) reasonable evidence that the Work will not be completed within the Contract Time; or (g) Trico's default hereunder or other failure to carry out the Work in accordance with the Contract Documents. 4.4 Terms re Payments. 4.4.1 Title to City. Trico warrants that title to all Work, materials and Equipment covered by an Application for Payment will pass to the City either by incorporation in the construction or upon the receipt of payment by Trico, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any material will retain an interest therein or an encumbrance thereon. 4.4.2 Payments to Subcontractors. Trico shall be solely responsible for paying all sums due to Myers Power Products, Inc.. and any other subcontractors used in the performance of the Work. Except in the event that the City has failed to make payments to Trico 12 under the terms set forth in this Contract, Trico shall indemnify, defend, protect, and hold harmless the City and its elected officials, officers, and employees from and against any claims made by Myers Power Products, Inc. and any other subcontractors, employees, or agents ofTrico alleging that such parties have not been paid for any Equipment provided or Services performed in connection with the Work. Such indemnity shall including all costs and expenses of defense, including, without limitation, reasonable attorneys' fees and costs, and court costs. Applications for Payment may not include requests for payment of amounts Trico does not intend to pay to a subcontractor or material supplier because of a dispute or other reason. 4.4.3 Payment is Not Acceptance. No Certificate for Payment, nor any progress payment, nor any use of the Project by City, shall constitute an acceptance of any Work not in accordance with the Contract Documents. 5. Substantial CompletionlFinal Payment. 5.1 Substantial Completion. When Trico considers that the Work is substantially complete as defined in Paragraph 1.1.5, Trico shall notify City and Project Manager thereof. If Project Manager and City determine that the Work is substantially complete, Project Manager will prepare a Certificate of Substantial Completion, which shall (a) establish the date of Substantial Completion, (b) list all immaterial items that will not interfere with City's utilization of the Work for its intended purpose (such final list approved by City being referred to herein as the "Punch List"), (c) fix the time within which Trico shall complete all items on the Punch List, and (d) certify that the Work has been substantially completed in a good and workmanlike manner, in substantial accordance with the Contract Documents and in compliance with all applicable laws 13 5.2 Further Payment. Upon Substantial Completion of the Work and upon application by Trico and certification by Project Manager, as provided in Paragraph 4.2 above, City shall make any payment required to ensure that Trico has received 90% of the Contract Sum, less such amounts as the Project Manager may determine for all incomplete Work and unsettled claims. 5.3 Final Payment. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Trico when (a) the Work, including all Punch List items, has been completed to City's satisfaction; (b) Project Manager has issued and City has approved the final Certificate of Payment; (c) all warranties and guarantees required under the Contract Documents have been assigned to and accepted the City; and (d) Trico has submitted to the City (1) data establishing payment satisfaction of all its obligations, such as receipts, (2) a certificate evidencing that the insurance required by Paragraph 16.6 and Exhibit D to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty days' prior written notice has been given to City, and a written statement that such policies will be renewable, and (3) a full set of "as-built" sepias incorporating all the reproducible records, drawings showing changes in the Work made during construction, based on marked-up prints, drawings and other data known by Trico, and (5) copies of electronic media, if any, including computer tapes, reflecting the final design of the Switchgear. 5.4 Accountirtg Records. Trico shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and shall maintain such books and records for a period of three (3) years after final payment, or for such longer period as may be required by law. 14 6. The City's Rights and Obligations. 6.1 City's Obligations to Provide Utilities. Storage. and Security. The City shall provide, at the City's cost, temporary water, power, and other utilities for the use of Trico and its subcontractors during the Contract Time. The City shall also be responsible for security at the Site during the Contract Time, and shall provide storage facility for Equipment ordered hereunder at no cost to Trico. 6.2 City's Right to Stop the Work. If Trico fails to correct defective Work as required by this Contract, or if Trico is otherwise in default under the Contract Documents, the City, by written notice to Trico, may order Trico to stop the Work, or any portion thereof, until Trico has corrected such defective work or cured such default. The City's right to stop the Work shall not impose any duty on City to exercise such right for the benefit of Trico or any other person or entity. 6.3 City's Right to Carry Out the Work. If Trico defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from City to commence and continue correction of such default or neglect with diligence and promptness, City may, without prejudice to any other remedy it may have, make good such deficiencies and deduct from the payments then or thereafter due Trico the cost of correcting such deficiencies. 7. Trico's Rights and Obligations. 7.1 Review of Contract Documents. 7.1.1 Consistency. Trico shall compare the Contract Documents and shall at once report to Project Manager any error, inconsistency or omission Trico may discover. Provided that Trico timely reports any such error, inconsistency or omission, Trico shall not be 15 liable to the City for any damage resulting from any such errors, inconsistencies or omissions in the Contract Documents, except for such damage arising from Trico' s negligence or willful misconduct. If Trico performs any construction activity involving a recognized error, inconsistency or omission in the Contract Documents without such notice to Project Manager, Trico shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction. 7.1.2 Representations. By executing the Contract, Trico represents to City that: (a) The Contract Documents are sufficiently complete and detailed for Trico to (1) perform the Work required to produce the results intended by the Contract Documents, and (2) comply with all of the requirements of the Contract Documents. (b) The Work required 1;>y the Contract Documents, including all construction details, construction means, methods, procedures, sequences and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufacturers, and safety precautions and programs in connection with the Work, is consistent with (1) good and sound practices within the construction industry, (2) requirements of any warranties applicable to the Work, (3) requirements of all laws, regulations or policies of all governmental authorities 16 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. Trico shall supervise and direct the Work, using its best skill and attention. Trico shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents. Trico shall review any specified construction or installation procedure (including those recommended by any product manufacturer). Trico shall advise Project Manager (a) if the specified procedure deviates from acceptable construction practice, (b) if following such procedure will affect any warranties, and (c) of any objections which Trico may have to such procedure. 7.2.2 Responsibility for Conduct. Trico shall be responsible to City for the acts and omissions of itself, its agents, its employees, subcontractors and sub-subcontractors and their respective agents and employees, and other persons performing any Work under a contract with Trico. 7.2.3 No Release. Trico shall not be relieved from its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of Project Manager in his administration of the Contract, or by inspections, tests or approvals required or performed by persons other than Trico. 7.2.4 Coordination. Whenever the work of Trico or a Subcontractor is dependent upon the work of other Subcontractors, then Trico shall require the Subcontractor to coordinate his work with the others. 17 7.2.5 Delivery and Storage. All materials and Equipment shall be delivered, handled, stored, installed, and protected in accordance with the best current practices in the industry, in accordance with manufacturers' specifications and recommendations, and in accordance with Contract Document requirements. The term "delivery" in reference to any item specified or indicated, means the unloading and storing of such items with proper protection at the Site. All risk of loss to stored materials and Equipment and Trico Equipment shall be borne by Trico. Risk of loss or damage shall pass to the City upon completion of installation of all Equipment, testing, and written acceptance by the City. 7.2.6 Confirmation of Dimensions. Before ordering materials and equipment, or performing Work, Trico shall verify indicated dimensions. If any discrepancy exists, Trico shall take field measurements required for the proper fabrication and installation of the Work. Upon commencement of any item of Work, Trico shall be responsible for the dimensions related to such item of Work. 7.3 Labor and Materials. 7.3.1 Trico' s Payment for Work. Unless otherwise provided in the Contract Documents, Trico shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, transportation, and other services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Trico shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 18 7.3.2 Provision of Workers and Material. Trico shall furnish an adequate supply of skilled workers and proper materials to perform the Work in the best and most sound manner consistent with the interests of City. 7.3.3 Assignment of Warranties. Trico shall assign to City at the time of final completion of the Work, or upon any earlier termination of this Contract, any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such warranties. Trico shall assemble and deliver to City complete copies of all warranties, guaranties, and operating and maintenance data from all manufacturers whose equipment is installed in the Work. 7.4 Testing. 7.4.1 Equipment. Trico shall inspect all Equipment as it is delivered, and will reject any Equipment that is defective, with the cost of repair or replacement being the responsibility of Trico. Trico will begin testing the various Equipment components as they are received or installed, as appropriate, taking into account the nature of the Equipment. The City reserves the right to test any and all Equipment, regardless of the results of Trico's testing. In the event that the test results obtained by either Trico or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Trico shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from that vendor or subcontractor, and obtaining another vendor to provide that Equipment. Trico shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any damage 19 caused to the City's existing equipment and the Vernon Substation or the Malburg Generating Station by the installation or use of defective Equipment or Services provided by Trico or its subcontractors. 7.4.2 Testing of the Proiect. The City shall test the Switchgear promptly after Substantial Completion has been achieved. The City's acceptance of the Switchgear shall be contingent upon the City's verification of the test results for the Equipment and the Project following Substantial Completion. In the event that the test results show that Switchgear does not meet the Specifications or otherwise fails to conform to the terms of the Contract Documents, the City shall have the option of rejecting the entire Project or rejecting only the damaged Equipment. Trico shall be responsible for all costs that may be incurred in connection with the rejection and replacement of the Project or the Equipment. 7.4.3 Costs of Testing. Trico's testing obligations are included in the Contract Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by an outside laboratory. 7.5 Warranties. 7.5.1 Trico's Warranty. Trico warrants title to the Equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance. Trico warrants that all materials and Equipment will be new and free from defects in materials and workmanship, comply with the Contract Documents, and be of good quality and merchantability, and fit for their intended purposes; and that all Work will be of good quality, free from faults and defects, in conformance with the Contract Documents, and performed in a goodand workmanlike manner. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by 20 City or Project Manager, Trico shall furnish satisfactory evidence as to the kind and quality of materials and equipment used on the Project. The term of this warranty is described in Paragraph 9.1, and this warranty shall survive any termination of this Contract. 7.5.2 Manufacturers' Warranties. Trico shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and labor, which shall commence upon Substantial Completion. Trico shall assist the City in the enforcement of all such warranties. 7.6 Taxes. Trico shall pay all sales, consumer, use, and other similar taxes for the Work or portions thereof provided by Trico. 7.7 Permits. Fees and Notices. 7.7.1 Permits. Trico shall secure all permits, authorizations, consents, and licenses necessary for the proper execution and completion of the Work, including, without limitation, any such permits or authorizations required by the Environmental Protection Agency (EP A) or the Air Quality Management District (AQMD); provided, however, that the City shall be liable for the actual costs of any permits or fees imposed by any such governmental or quasi- governmental agency. 7.7.2 Notices. Trico shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the Work. If Trico performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to Project Manager and City, Trico shall assume full responsibility therefor and bear all costs attributable thereto. /II /II 21 7.8 Work Progress Schedule. 7.8.1 Work Schedule. Within days after the execution of this Contract, Trico shall prepare and submit for City's and Project Manager's approval Trico's work schedule for the Work which shall be attached hereto and made a part hereof as Exhibit C (the "Work Progress Schedule"). If the parties are not able to reach agreement on the terms of the Work Progress Schedule within the above-described time period, the City shall have the right to terminate this Contract without cause, as described in Paragraph 12.2 below. 7.8.2 Meetings. At City's request, from time to time, Trico shall hold regular progress meetings with City and Project Manager at the Site. At such meetings, Trico shall report to City and Project Manager on the progress of the Work and such other matters relating to Trico's performance under the Contract Documents as City may request. 7.9 Shop Drawings and Samples. Trico shall review, stamp with its approval, and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the Work or in the work of any other contractor, all Shop Drawings and Samples required by the Contract Documents or subsequently requested by Project Manager. 7.10 Use of Site. Trico shall allow Project Manager and the City's authorized representatives access to the Site at all times. Trico shall confine operations at the Site to the smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment, and shall use its best efforts to not interfere with City's use of other portions of the Site. Trico shall not commence any Work before coordinating all activities with City, and shall not disrupt the operation of any Site utilities or services without the prior written consent in each instance of City. Trico at all times shall keep the Site free from accumulation of waste materials or rubbish caused by its operations. At the end of each day and upon completion of the Work, Trico shall 22 '. remove all its waste materials and rubbish from and about the Project and the Site, as well as all its tools, construction equipment, machinery and surplus materials, and shall clean the Project and the Site, leaving it in a neat condition. If Trico fails to clean up upon completion of the Work, City may do so and the cost thereof shall be charged to Trico and deducted from the Contract Sum. 7.11 Indemnification. 7.11.1 Trico's Indemnity. To the fullest extent permitted by law, Trico shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Trico or its subcontractors, employees or agents in the performance of Work or delivery and installation of Equipment under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Contract. The obligations in this Paragraph are in addition to Trico's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Trico. 7.11.2 Indemnity Process. The City shall notify Trico in writing of any suits, claims or demands covered by this indemnity. Promptly after receipt of such notice, Trico shall assume the defense of such claim with counsel reasonably satisfactory to City. IfTrico 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 23 conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Trico would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Trico. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the City's obligations to indemnify or defend. Trico shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 7.12 Payment and Performance Bond. Prior to commencement of its Work, Trico shall provide the City with a copy of a payment and performance bond in an amount equal to one a half times the Contract Sum that has been issued for the benefit of the City. 7.13 Personnel. Trico shall minimize changes to its key project personnel. The City shall have the right to request reasonable Project personnel changes and to review and reasonably approve Project personnel changes proposed by Trico. 8. Additional ServiceslChange Orders. 8.1 Change Orders. The City reserves the right to request changes in the Work, which changes are referred to as the "Additional Services". Additional Services may be authorized only by a Change Order signed by the Project Manager and Trico. If the City requests Additional Services, Trico shall prepare a proposal specifying a fixed fee adjustment to the Contract Sum, and, if necessary, an adjustment to the Contract Time for the requested modification. If Trico believes Additional Services are appropriate, it shall request such 24 modification in writing, again specifying the fixed fee adjustment to the Contract Sum and adjustment to the Contract Time before proceeding with the Additional Services. Trico shall immediately identify (by written notice to the City) any work requested by the City which Trico believes to be outside the scope of the Work, as defined in the Contract Documents, and such notice shall include a proposal specifying the fixed fee adjustment to the Contract Sum and Contract Time. Change Orders shall be effective on receipt of the executed fax copies with originals to follow thereafter as soon as possible, with the City to keep originals on file. Each Change Order shall set forth a commercially reasonable fixed fee. The fixed fee for each Change Order shall reflect the most expeditious and economical means of achieving the task consistent with the interests of the City. If a Change Order increases the Contract Sum, Trico shall include the Work covered by such Change Orders in Applications for Payment as if such Work were originally part of the Contract Documents. The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement of the Additional Services; provided, however, that if the parties are not able to reach agreement on the fee, Trico shall provide the Additional Services pursuant to the City's written request, and payment shall be governed by the terms of Paragraph 8.2 of this Contract. 8.2 The City's DirectivelNotice of Intent to File Claim. If the parties cannot agree whether or to what extent the modification justifies adjustments to compensation or schedule, Trico shall nonetheless timely perform the Additional Services, on the written direction of the Project Manager (the "City's Directive"), and Trico shall submit a written "Notice of Intent to File Claim." The written Notice of Intent to File Claim shall reasonably detail the amount of and basis for adjustment to the Contract Sum and Contract Time and shall be submitted to the City (if at all) prior to commencing performance of the Additional Services. If 25 the notice is timely given, Trico shall keep and submit to the City on a daily basis a complete breakdown of all costs incurred for the Additional Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and copies of all invoices and delivery tickets formaterials used. Trico's failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost breakdown and supporting documentation, shall constitute conclusive and nonrebuttable evidence that no adjustment to compensation or schedule is due for the Additional Services. If the cost breakdown and supporting documentation is delivered by Trico, the parties shall endeavor, in good faith, to reach agreement on the increased cost of the Additional Services and the time adjustment, if any, to the Contract Time. If the parties are not able to reach agreement, the City shall pay to Trico the undisputed portion of the charges. The basis for establishing the cost of Additional Services, if not otherwise agreed to by the parties, shall be the increased costs (taking into account any offset based on the change) of the following costs that are directly attributable to the change: costs of labor, costs of materials, supplies, and equipment, costs of premiums for all increases in bonds and insurance, and additional costs of supervision and field office personnel. 8.3 Validity of Claim for Changes. No claim for additional compensation or extension of time shall be valid or recognized unless contained in a Change Order or City's Directive signed by the Project Manager. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the basis of any claim to an increase in any amounts due under the Contract Documehts or a change in any time period for the Work in the Contract Documents. 26 . 8.4 Minor Changes in the Work. Subject to City's prior approval, Project Manager will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order, and shall be binding on City and Trico. Trico shall carry out such written orders promptly. 8.5 Concealed Conditions. Trico represents that it has (i) examined all available records and data regarding the Site and the Project, and has from such examination informed itself concerning any conditions to be encountered and all other pertinent matters and conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Contract Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof. In the event any concealed conditions shall be encountered in the performance of the Work which (a) are not apparent from a thorough visual inspection of the Site, (b) are materially at variance with the conditions indicated by the aforesaid records and data and the Contract Documents, (c) differ materially from those generally recognized as inherent in work of the character provided for in this Contract, and (d) cause a material delay in the Work or a material increase of the cost of the Work which cannot be avoided (collectively, "Concealed Conditions"), Trico shall deliver to City within five (5) days of discovery of the Concealed Conditions a written notice describing in detail the Concealed Conditions and estimating the delay in or increase in cost of the Work caused by such Concealed Conditions (the "Concealed Conditions Notice"). Trico shall provide such supporting documentation for the Concealed Conditions Notice as the City may require. Any claims of Concealed Conditions not made as specified herein shall be deemed waived. Within fourteen (14) days after receipt of the Concealed Conditions Notice, the City shall either 27 . (x) authorize Trico to proceed with the Work through Construction Change Directive or Change Order, in which case the Contract Sum and/or Contract Time shall be adjusted to reflect the increase in actual cost and/or delay caused by the Concealed Conditions, or (y) terminate the Contract in accordance with Paragraph 12.2. 9. Correction of Work. 9.1 Obligation to Correct Work and Correction Period. Trico, at its cost, shall promptly correct all Work rejected by Project Manager or the City as defective or as failing to conform to the Contract Documents, if reported to Trico before Substantial Completion, or within the later of (a) 18 months after Substantial Completion, (b) such longer period of time as may be prescribed by law, or (c) the terms of the applicable manufacturers' warranty (the "Correction Period"). The City shall give such notice promptly after discovery of the condition. The Correction Period shall be extended with respect to portions of Work first performed after Substantial Completion by the number of days between Substantial Completion and the actual performance of the Work, and a new 18- month Correction Period shall commence for all repaired or replaced items of Work on the date the repair or replacement was made. Trico's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Work or the repair thereof. Trico shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Work found to be defective or not in accordance with the Contract Documents, or (b) the correction of any such Work. Trico's obligations under this Paragraph 9.1 shall survive acceptance of the Work and the termination or expiration of this Contract. 28 . 9.2 Compliance with Agency Requirements and Law. Trico's obligation to repair any defective Work shall include the obligation to make any repairs or replacements required to bring the Project into compliance with applicable law and any requirements, permits, or authorizations imposed by any governmental or quasi-governmental agency such as EP A or AQMD. 9.3 City's Remedies. If Trico fails to.correct defective or nonconforming Work as provided in this Paragraph 9, the City may correct it in accordance with Paragraph 6.3. This remedy is in addition to all other remedies available to the City. 10. Protection of Persons and Property. 10.1 Safety of Persons and Property. Trico shall take all reasonable precautions and conform to all safety provisions and practices for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to all employees on the Work and all other persons who may be affected thereby. 10.2 Fire Precautions and Protection. Trico shall take necessary precautions to guard against and eliminate possible fire hazards and prevent damage to the Work, building materials, equipment, temporary field offices, and public and private property. 10.3 Environmental Control. 10.3.1 Compliance with Law. All materials and work procedures used on the Project shall comply with all environmental and air pollution control regulations in effect at the Site. Trico shall be responsible for obtaining all necessary approvals and certification as to compliance of the materials and work procedures. 10.3.2 Use of Hazardous Materials. Trico shall not use or cause to be used any hazardous materials, as defined under any applicable federal, state or local law, 29 including asbestos, or asbestos-containing materials, where feasible alternatives exist. In the event that Trico must use hazardous materials on the worksite or incorporate such materials into the Work, Trico shall (a) provide the City with copies of all material safety data sheets, (b) use the utmost care in the use, storage, transportation and disposal of such materials, (c) obtain all necessary permits and approvals in connection therewith, and (d) at all times fully comply with all applicable federal, state or local laws in connection with the use, storage, transportation and disposal thereof. 11. Subcontractors. 11.1 Selection of Subcontractors. Those portions of the Work that Trico does not perform with the Trico's own personnel shall be performed under subcontracts or by other appropriate agreements with Trico (the "Subcontract"). If the City has a reasonable objection to any subcontractor, Trico shall submit a substitute to whom the City has no reasonable objection, and the City and Trico will negotiate in good faith to increase or decrease the Contract Sum in order to reflect any change to the cost of Work resulting from the substitution of a new subcontractor. The City hereby approves Myers Power Products, Inc. as a subcontractor. 11.2 Payment to Subcontractors. Trico shall pay subcontractors based only on Work actually completed, shall make all payments due under each Subcontract at the time those payments become due, and shall hold the City harmless from any loss on account ofTrico's failure to do so. Neither the City nor Project Manager shall have any obligation to payor to see to the payment of any sums so due to any subcontractor. 11.3 Subcontractor Relations. In each Subcontract, Trico shall require each subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to Trico by the terms of the Contract Documents, and to assume toward Trico all the obligations 30 and responsibilities which Trico, by the Contract Documents, assumes toward the City. Each Subcontract shall (a) preserve and protect the rights of the City and Project Manager under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights, (b) allow the City the benefit of Tricots rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event that the City takes over the Work or terminates the Contract as provided hereunder and the City specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City to at least fifteen (15) days' written notice from the subcontractor of any default by Trico under 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. Trico shall require each subcontractor to enter into similar agreements with its sub- subcontractors. Trico shall make available to each proposed subcontractor, prior to the execution of the Subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents. Each subcontractor shall similarly make copies of such Contract Documents available to its sub- subcontractors. 12. Termination of the Contract. 12.1 Right of Termination. This Contract may be terminated by the City or Trico, with or without cause, upon at least fifteen days written notice to the other party. 31 12.2 Termination by City Without Cause. In the event of termination by the City without cause, Trico shall be compensated for all Work performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Trico directly attributable to termination which could not reasonably have been avoided and for which Trico is not otherwise compensated that are incurred through the date of the termination and in effectuating the termination (the "Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. 12.3 Termination by the City for Cause or by Trico without Cause. In the event that Trico commits a breach of a material condition of this Agreement, the City shall notify Trico in writing of said breach and if Trico has not cured or begun reasonable efforts to cure after fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract for cause based on Trico' s default. Trico shall be responsible for all direct and indirect costs due to the City's re-procurement of the equivalent of the Equipment or Services cancelle~ from Trico. If this Contract is terminated by the City with cause, or terminated by Trico without cause, the City shall pay Trico for all Work performed prior to the date of delivery of the termination notice, subject to th~ right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Trico's default. 12.4 Actions Subsequent to Termination. Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 12.2 or 12.3, as applicable, the City shall have no further 32 rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, Trico shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5, 7.11,9, 12.5, 13.1, 14, 16.2, 16.3, and 16.4 shall survive the termination of this Agreement. 12.5 Delivery of Work Product. Within three (3) business days after any termination of this Agreement, Trico shall deliver to the City all Work Product (as defined in Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof, whether in the possession of Trico or a party engaged by Trico; provided, however, that solely for its internal auditing purposes, Trico may, at its sole expense, make and retain copies of Work Product materials, subjectto the confidentiality provisions of Paragraph 14. Trico shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Trico's duties and activities hereunder. 13 . Work Product. 13 .1 Work Product Property of City. All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Trico, its officers, employees, agents and subcontractors in the course of performing the Work under this Agreement (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Trico or to any other party. Work Product materials shall be delivered to City by Trico as they are generated. 33 13.2 Form of Work Product. Work Product produced by Trico shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner. Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher. All design documents shall be in Microsoft Word format. 14. Confidential Information. 14.1 Access to Confidential Information. The City may provide Trico and/or its subcontractors with, or allow Trico access to, certain information not available to the public concerning the City or businesses located in the City. The information may include information regarding companies located in the City, tax information, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by Trico for any purpose other than to perform its duties hereunder. 14.2 No Disclosure. Except as expressly permitted by prior written consent of the City, Trico and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. Trico and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Trico has performed all Work to be performed pursuant to this Agreement. Trico hereby agrees that such Confidential Information and any documents provided may be used by Trico and/or its subcontractors only as authorized 34 . . by the City. Trico shall include a provision in its agreements with subcontractors that binds the subcontractors to this non-disclosure requirement. 14.3 Court Ordered Disclosure. Trico shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. Trico may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 14.4 Exceptions to Confidentiality. The foregoing obligations shall not apply to any Confidential Information lawfully in Trico's possession prior to its acquisition from the City; received in good faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by Trico or its subcontractors. 14.5 Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 14. Trico acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. 15. General Provisions. 15.1 The Contract Documents. The Contract Documents represent the entire and integrated agreement between the parties hereto, and supersede and replace all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in the Contract Documents. Notwithstanding anything to the 35 contrary in the Contract Documents, any reference in the Proposal to "misc. clarifications and attachments by Trico and its other subcontractors" shall refer only to documents that are specifically identified as exhibits to the Proposal or to this Contract, and are attached to the Proposal or this Contract. Any reference in the Proposal to any clarifications, agreements, drawings, or documents that are not attached to the Proposal or this Contract shall not be part of the Contract Documents. The Contract may be amended or modified only by a written amendment signed by the parties. Nothing contained in the Contract Documents shall create any contractual relationship between the City or Project Manager and any other party, inCluding any contractor or subcontractor of Trico. 15.2 Forum Selection. Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 15.3 Attorneys' Fees. If either party institutes an action or legal proceeding arising out of or related to the Contract Documents or the relationship of the parties or their rights or duties in connection with the matters set forth in the Contract Documents, whether sounding in tort, contract, or otherwise, the prevailing party in such action or proceeding shall be entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court. 15.4 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 15.4 to the recipient as set forth below. Ifa notice is 36 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, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 Project Manager 4305 Santa Fe Avenue Vernon, CA 90058-0805 TRICO: GALLIERA, INC., dba TRICO CONSTRUCTION 445 Hampshire Street San Francisco, CA 94110 Attn: Jim Bruschera 15.5 Status of Trico. At all times during the term of this Contract, Trico shall be an independent contractor. Except as the City may specify in writing, Trico shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. Trico shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever. 15.6 Insurance. Trico agrees to provide insurance in the amounts and forms specified in Exhibit D, which is attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor used in the performance of this Agreement. Trico shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Trico shall not commence performance of its Work under this Agreement until the 37 . above in~urance has been obtained and proof of insurance has been filed with and approved by the City. 15.7 Assignment Prohibited. No party to this Contract may assign any right or obligation except with the express written consent of the other party; provided, however, that Trico may enter subcontracts to perform portions of the Work under the terms and conditions of this Contract, and Trico may by written request assign any right to receive monies earned hereunder. 15.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case anyone or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 15.9 Time of the Essence. Time is of the essence in the performance of this Contract and of each and every provision hereof. By executing this Contract, Trico 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 Trico shall constitute a waiver of any right or duty afforded any of them under the Contract 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. 38 . 15.11 Rights and Remedies. The City's rights and remedies under the Contract 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 Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON By: Leonis C. Malburg, Mayor ATTEST: By: Bruce V. Malkenhorst, Jr. Acting City Clerk APPROVED AS TO FORM Eric T. Fresch, City Attorney GALLIERA, INC. dba TRICO CONSTRUCTION By: Typed Name: Title: By: Typed Name: Title: . 39 . . . . EXHIBIT A t < 'l> . TRICO CONSTRUCTION 445 Hampshire St San Francisco ea. 94110 415 850-7045 November 9,2005 via fax: 826-1425 City of V ernon Attn: Otis Smith Subj: West Switch room Re: Final Consolidated West Switch Room Quotation Dear Otis, Based on the current estimated prices based off work completed at the East Switch Room, including consolidated scope, a second opening through the block wall, and attached Meyers 10.6.05 updated quotation, Trico estimates a price of $1,518.663.00 for the work described below. Work to include the following: -Cut 2 each holes through brick wall, cut window operator, reinstall 20 gauge metal wall partitions upon completion similar to that installed at the East room. A 20 gauge removable metal wall will allow future access for maintenance. Trico will stage this job out of Chef Solution's parking lot. We will remove all old bus duct above switchgear, switchgear sections and circuit breakers. This includes 4 CB' s in the generating Room. Move items to the loading dock and out to the Chef parking lot. COV will provide oil testing, draining, and disposal of all oil. Remove 7.2kv switchgear distribution cable about 60 feet to the UG tunnel on the South side of property. COV to cut the distribution cable at the tunnel and we will pull the cable out to the switch room. Remove all low voltage control cable from distribution switchgear to basement. COY will de-terminate the wire and verify that the circuit is de energized. ... . Demo crew may use COV bridge crane Re-Installation of new gear specified ( Meyers quotes attached) by COY. Approximately 24 pc. Includes bolting and reconnection of bus . Trico and its subcontractors will unload from dock using COV overhead crane. Trico and subcontractors will provide rigging to move new sections into place. Connections - Interconnection of new sections is included in the scope of work. All required high voltage cable and splicing by COY (petrelli). Low voltage cabling and connections are included in this estimate. ***Mevers (attached )estimated of cost is onlv 200d until December 6. 2005 Disconnect and remove existing control wiring to control console Installation of 2" control conduit Coring for new gear configuration. Approximately 48 two and three inch holes Grind and smooth cut off studs and other unnecessary floor penetrations in order to accommodate new gear Provide and install control cabling, 600 volt fated and less Sheet metal repairs and replacement Re-route 4" high voltage feeder conduits ( 12 ea) Bus transitions including added bus bracing. Transition bus pieces provided with new switchgear by Meyers. Trico will install. Cost for three transitions including the main and reserve bus at the east and west and north locations in the west switch room All scrap material shall be the property of Trico and its subcontractors. COY may determine items to be kept for their use for example extra breakers, special hardware Of reusable items. Ductor testing. COY doctor testing unit to be supplied by COY to Trico . Expose bus (2 locations) and switches ( 4 breakers) at locations outside/adjacent to the switch room, reroute to new circuit breaker. Install new enclosed bus way (2) each at two locations. Other Items City of Vernon requested a add cost if the project proceeded in two phases. This would include working in the room while the equipment is still energized. The added cost for this is $35,000.00 City of Vernon requested our estimate for design for interconnection wiring diagrams for integration to Schweitzer relays. This estimate is based on COV's one line drawings provided to Trico by COY. COY engineer (Otis Smith) to provide direction regarding the way COY wants system operation to occur including PT's circuits, CT's circuits, feeder relays, bank relays, and combined circuit bus differential. The added estimated cost is $25,000.00 Other Work Not included in estimate Testing of oil filled cable Following demolition of gear enclosure in generating station, we have no detail for closing in of transition at wall bus duct, closure piece not included. Special Floor protection. we were told there would be none required No permits are included in this price as we were told that Community Services does not have jurisdiction inside Station A We have not included any engineering or architectural other then engineering by Meyers and our added estimate of 15000 dollars for interconnect wiring. Meyers requests payment within 30 days and no retention to be held Please review and advice. Very truly yours, Trico Construction General Manager James Bruschera -- ---- .--.......- ....-.a. __v vv~ 10." '" ~ .11-.. J:'J'u..Jl(.Rflll.I~ ~ u on ~OOl Ii1 ~021002 SIB9 2'7s 4144 P .liU . ocr:'I2lS-3aBs ae:39 1'1~ ~ PROa..Ic::Ts October 6, 2005 QUOTE.l6083 Trioo EmaDt jimb~m~"''l~'tHL~ Subject: \\1_ ROOIQ Swito.bpar~l 6l. #1 11M2 ... 7XV Main & R.acrve BIa'ker: I ~ Myen Qalote'16013 Good AftemooaM,r. ~ MretS PoweJ:- ~ Inc. i. plaaed to pnnide the fbllowhlg 9COpO r:tf "IOIt, aad $Oll pdC1l' fof tha ~dprojeet: . Qty I>.escripdOD 1 Malbull'! ~ Stdio-. 26 Sb=tMelal S~ 11 GA LOT Copper ~ at Traastl:r Bus, 300M 32 lSKV, 4~ 1200A VCB Element D&ud Coil wlMOC .. TOe SW 4 lSKV.40KA" 3000A VC;B ~ ~ Coil wfMOC" roc SW 1 Porw,l= Lffier + Yoke 1 Aacessoneg 1 Test JlJD.\per 1 Tqt C~ LOT Cu:rrent Tnu1s5:mer, 1200:5, MR.. C400 tOl" Cuneu.t TransforJner" 4000:5. MR, 0100 LOt OtoUbd Cur.rem T~J 5Oj; 5 Po~ Ilansfcmner Dtawer 12 ~ ~c::r, noO:I20V I Pattial Disebarge Detccdeft PaGkase 2 Grotmd. Lu~'sOlJl\V ~ 1ype LOT St'lip HeaterJ 24aV. 2S0W &; ThennOIQt Lot Tenniaal blooks LOT IJA, 12KV, Distribution l)pe LoT A~. 86';BusDuet 3000A,. J$kVto CO~#l .It#'2.IElazsk 1kV Ma1n at:. Recervo BteaIras qd all othoear 8wittJ&ae.v COJl.DEICtions to csxisting bus a:ltI:aD08& 0" . ~. ~ 7?$ EMl ~s-.. r.er.. C4 92&19 . TtII;(909)aM4aOQ . f1-=(9QIt) 2341." 'WWW~eol'l\ ocf-ras__ es: J9 ".L.L ~ ur v r..ro'lU!'l IltJ 002 - - . - --........... ...- v_V' _..,... f 0.":1: I'tl'EFE ~ ~S . 909 2'M 41llH P. B2 .... . . !;,--em/_a..~.. 1, 0m1md s-ot cr.s, SOISA. ~ POWtlr has proposed these jp:Olmd CT'. 'With Single lhtio SOISA as SO/SA. Multi-RaIio CT's arc _ ~(able. . 2. The basic ~ tWll Of popoSBd ciMlI't b~ at1d. ,witohIJCIIl iVill be 9SKV per ANSI stanc1ard for lSICV 7iD.ICt1 voltage ~ iulil;\l of 1 IOJ,<V. SeU Pri~: $972,120.00 Net, r~ Excluded Vali4i~ ;0 Pa)'1 ~o ~~'1S ~ Full ....Bht~Jo~ 0ft1~11H is Bxc~ PH8~ TertXIS: 100%. NIIIt 30 -No ~ou 8lJ0\1\'ed War=ty: 12DVGhs.. ~zation ar: 18 moDtbs *r :sbi~ whicb ever 0CCUftI flrBt. N~ , 1. Ors.winp b lIpprOV.a14-l=i weeks ., bid ~d. 2. Ocli~~ l4-16 Weeb~.A:fter Dnwing ~va1. Myer, Po'1f1V htrdw:tlj me. tli>>lt'Jmd tfrmI aM t:tmtl1tl.oIu o[l6tl.fNIJI ~ We thank you for tha oppoItunity to be Q( secvige and we look farNard to woddng wit'b. you on this p~oject. ShoUld yon ha.ve an:y questiOdS or Rlq,\Ii~ mditioaal iuiormatiOD, pleue oontacJt s.&h Pa1Rl or Tony . W"llliarM at 951..S2Ow1900. . :Kindest legards - tl~~ l'atrite Dav__ Estimating Manager CorpomtI Heedqllll'llla 'rJS e.tHIIrlIDn __ COlaII, CA R2819 . TIll (8OIl1it.... . Pa (lOa) 27'8-4,.... WfIN.myarepew~,com 7'7 0(,0 TtJT~ P.02 EXHIBIT B SPECIFICATION NO. ST-SG-1-2005 SUBSTATION CLASS AISLELESS, INDOOR METAL-CLAD SWITCHGEAR CITY OF VERNON LIGHT & POWER DEPARTMENT April 20, 2005 FOR VERNON SUBSTATION #1 SECTION Specification ST -SG-1-2005 ( 1.0 SCOPE This specification covers the requirements for a three-phase aisleless, single-stock, metal- clad switchgear for the purpose of power distribution. This specification covers the design, manufacture, testing and delivery of draw out metal-clad switchgear, The apparatus includes six individual pieces of equipment, as follows: The Feeder switchgear; The # 1 Main and Reserve source circuit breaker switchgear and associated busway; and The #2 Main and Reserve source circuit breaker switchgear and associated busway; and the 3000A vertical bus adapter. The switchgear shall have a minimum design voltage of 15,000 volts, 60 Hz for operation at 7200 volts (nominal) three-phase, high resistance grounded neutral. The switchgear shall consist of horizontal draw out vacuum circuit breakers and associated controls, Connection from the transformers to the switchgear will be through overhead or side-mounted bushings. The switchgear shall be designed and constructed such that there is maximum compartmentation for reliability, All live parts shall be completely enclosed and all primary circuits shall be segregated to prevent the spread of faults to other compartments, 2.0 GENERAL The switchgear covered in this specification shall be designed, manufactured and tested in accordance with the latest revisions of the following standards: 1. ANSI/IEEE C37.04 through C37.011, A.C, High-Voltage Circuit Breakers 2, Circuit Breakers Rated on a Symmetrical Current Basis or a Total Current Basis 3, ANSI/IEEE C37.20,2, IEEE Standard for Metal-Clad and Station-Type 4. ANSI/IEEE C37.100, Definitions for Power Switchgear 5, ANSI/IEEE C37.l3, IEEE Standard Reauirements for Instrument Transformers 6. ANSI/IEEE Std., IEEE Standard Techniques for High-Voltage Testing 7. ANSIINFPA 70, National Electrical Code 8. NEMA CC1, Electrical Power Connectors for Substations Specification ST -SG-1-2005 1 (" 3.0 DEVIATION AND NON-CONFORMANCE REQUIREMENT 3.1 Omission or error in this or the manufacturer's specification of an item of material or equipment necessary for the operation and matching of the offered equipment in conjunction with the other equipment, existing and future, shall not excuse the bidder from responsibility in this matter, 3.2 Deviation from this specification or changes in the material or design must be approved by the City's Electrical Engineering Manager or his designated representative, and acknowledged by an addendum to the specification, which shall be issued as a Purchase Change Order, 3.3 Units received with deviations or changes, which are not approved or acknowledged by the City's Electrical Engineering Manager, or his designated representative, are subject to rejection. The supplier of units rejected is responsible for any corrective action including but not limited to make the units conform to this specification. 3.4 Units with defects, discovered before or after installation, that are believed to be inherent to manufacturing problems or workmanship shall be rejected. 4.0 INSTRUCTIONS TO BIDDERS 4,1 The bidder shall submit the proposal in accordance with this specification. Bids shall be submitted to Otis Smith, via e-mail atosmith@ci.vemon.ca.us. or mailing address: 4305 Santa Fe Ave" Vernon, CA 90058, 4,2 The . bidder shall supply proposal information that shall include the complete design and construction details and is truly representative of any equipment to be furnished, 4.3 Any exceptions to be taken by the bidder to this specification shall be set forth clearly by written attachment by the bidder in his proposal. 4.4 The successful bidder shall submit all drawings and diagrams in complying with this specification to the City for approval within four (4) weeks after bid award, The bidder's schedule shall include the time for transmittal of drawings for approval in addition to three (3) working days for review by the City. Revisions of the drawings to make them comply with the specification shall be at the bidder's expense and without extension of the completion date. 4,5 Each drawing supplied by the bidder shall bear identification showing the City's purchase order number, date of the drawing release, and whether the drawing is for approval or approved for construction, Specification ST -SG-1-2005 2 4,6, Shipping and storage shall be accomplished in such a manner as to prevent damage or deterioration of material. 5.0 RATINGS Connection: Frequency: Rated Maximum Voltage: Nominal Voltage: Continuous Current: Symmetrical Short Circuit Current: Short Circuit withstand at 3 seconds: BIL: Operating temperature, ambient: 3-wire high resistance grounded 60Hz 15kV 13.8kV Bus 3000A, Feeder 1200A 40,000A 20,000A llOkV BIL OOC to 500C 6.0 GENERAL DESCRIPTION OF SWITCHGEAR 6.1 The switchgear ~hall be a metal-clad, indoor, aisleless enclosure. The switchgear shall be accessible from the front and rear. The switchgear shall be designed and constructed per ANSI/IEEE Standard C37.20.2. The general arrangement for the switchgear shall be shown on the accompanying single-line diagram, which is part of this specification, 1. The switchgear cubicles shall be fabricated from cold rolled steel and formed steel members, reinforced as required to form a rigid self- supporting structure, All enclosure and switchgear sheet metal shall be II-gauge minimum. 2, The aisleway and switchgear shall be shipped totally assembled in one piece on a common base. 3. A lockable panel shall be included at the rear of each breaker enclosure for gaining access to the cable termination, 4. Suitable opening shall be provided in each cubicle for City's power and control cables to enter from the bottom of the associated cubicle. 5. Undercoating compound shall be used to cover the bottom of the switchgear and aisleway to prevent corrosion. 6. Ventilation: Switchgear shall be adequately ventilated by means of ducts or grills, which are constructed to prevent foreign materials from entering the circuit interrupting devices, Ventilating openings shall be equipped with dust filters. Specification ST -SG-l- 2005 3 7. Space Heater: One space heater (100 W) with thermostat shall be provided in each cell and cable compartment to prevent condensation inside the switchgear, The heaters shall be controlled by an adjustable thermostat, set to turn on when temperature falls to a specified set point. 8, Paint: The framework and panels shall be cleaned, treated, rinsed and shall be given an electrostatically applied coat of polyester urethane paint ANSI 70 sky gray color. 7.0 BUSES AND CONNECTIONS The bus and primary connections in the switchgear shall be of copper with silver plated joints, The three-phase main power bus shall be rated 3,000 amperes, insulated, and be of three-phase three-wire configuration, Each bus end shall have roof or side-mounted bushings for connections at each end as shown on the accompanying single-line diagram, which is part of this specification, The arrangement and construction of buses shall be as specified in ANSI/IEEE C37.20.2-1987. A separate bus compartment shall be included for the bus bars, supports, and connections to circuit breaker cells, The bus bar insulation shall be fluidized bed epoxy insulation, 8.0 GROUNDING A ground bus shall be provided such that the structure in the switchgear assembly, on which primary equipment or devices are mounted, is electrically connected. Grounding construction for the switchgear shall be in accordance with ~6-I,2 of the ANSI/IEEE C37,20,2-1987, The ground bus shall extend through the length of the switchgear and shall be grounded at both ends with separate ground connections to the ground network. Ground bus shall be able to carry continuous current of at least 600 amps, The switchgear enclosure shall be grounded at the bottom by two diagonally opposite connectors, 9.0 CIRCUIT BREAKERS - V AeUUM 9.1 The circuit breakers shall be rated at 13,8kV nominal, 1200 or 3000 amps continuous as shown on the accompanying single-line diagram, which is part of this specification. The vacuum circuit breaker interrupter shall be three-pole, single-throw, with position indicator, operation counter, auxiliary switches, primary and secondary disconnecting devices, Secondary disconnects shall be automatically connected in test and connected positions. Circuit breakers shall be manufactured by Cutler-Hammer, Model VCP- we, extended capability. 9.2 The circuit breakers shall be operated by a motor-charged mechanically and electrically trip-free, stored energy operating mechanism. Provisions shall be Specification ST -SG-I-2005 4 . provided for manual charging of the mechanism; Mechanical interlocks shall be provided to prevent moving the breaker to or from the operating position unless its contacts are in the open position. The operating springs shall be discharged automatically when the breaker is rolled fully in the compartment or is moved into the disconnect position. Self-aligning automatic-engaging secondary contacts shall be furnished with the circuit breaker, Circuit breakers shall be able to be withdrawn from or inserted into the compartment without a lift device, lift truck or hoist. 9.3 Circuit breakers of the same ratings shall be interchangeable with each other, 9.4 Circuit breakers shall be rated: Continuous current rating: Symmetrical interrupting current: Rated interrupting time: Maximum closing time at rated voltage: Maximum operating voltage: Trip coil operating voltage, two coils: Close coil operating voltage: Motor operating voltage: Heater operating voltage: Bus 3000A, Feeder 1200A 40,000A 5 cycles 8 cycles l5kV 125 VDC 125 VDC 125 VDC 120 V AC 9.5 The temperatqre rise of the various parts of the circuit breakers shall conform to ANSI C37.04, The hottest spot temperature rise above 400C of the main contacts and all other continuous current-carrying parts shall not exceed 650C, 9.6 A means for determining contact wear shall be provided, 9.7 The circuit breakers and appurtenances shall conform to ANSI C37,11. The operating mechanism shall be designed with the circuit breakers to ensure positive opening of the circuit breaker and circuit interruption, whether the tripping impulse is received in the fully closed or any partially closed position, If the release or tripping circuit is completed through an auxiliary switch, electrical release or tripping will not take place until such auxiliary switch is closed. 9,8 Circuit breaker shall be equipped with an operation counter that operates only during the opening cycle of the breaker operation, 9.9 Circuit breaker shall be designed such that provisions and mounting facilities for the application of a time travel device shall be made. 9.10 The operating mechanism shall be of the stored energy spring-type sufficient for an Open-Close-Open operation without power supplied to the spring charging motor. The closing spring shall be charged with a D.C. motor and shall be recharged immediately after closing the breaker. The closing spring shall be capable of being manually charged. An indicator that shows the "charged" or Specification ST -SO-l- 2005 5 "discharged" status of the closing spring shall be furnished. Provisions shall be made to prevent overcharging of the spring and to prevent insufficiently charged spring from attempting a close operation, 9.11 The circuit breakers shall be furnished completely with all necessary auxiliary relays for the following operations: 1, An anti-pumping device shall be included to assure that the operating mechanism makes only one closing operation with each closure of the control contact device, even though the breaker trips during the' closing operation while the control circuit remains closed. 2, Once the closing control switch has been operated and the ftrst device in the control scheme has responded, the circuit breaker mechanism shall make one complete closing operation even though the control switch is released before the closing operation is complete. 3, The trip coil auxiliary "a" switch shall be so arranged that the trip coil circuit is opened within 2 cycles after the main breaker contacts part, Also, on the closing operation, the trip coil auxiliary "a" switch shall close before the arcing contacts touch, 9~ 12 The circuit breaker shall be electrically and mechanically trip free, 9.13 The stationary and moving contact assemblies shall be designed so that loading springs, retaining pins, and parts other than the main or arcing contacts do not form an essential part of the current-carrying circuit. 9.14 The current interrupting contacts shall be so guided ,that positive and complete contact and latching, without rebound, is assured on all closures up to rated making and latching currents. 9,15 The power-carrying circuits shall be capable of carrying its rated current at rated frequency continuously without excessive maintenance, The terminals and connections between parts shall be so designed as to assure permanent low- resistance connections. 9.16 A latch check switch shall be installed, 9,17 Auxiliary and Momentary Contact Switches 1, The circuit breaker shall be furnished with the following switches for use by the City. These contact switches are in addition to any contacts used for the factory-wired operating circuits of the breaker control. a. Five single-pole "a" auxiliary switches, closed when the breaker is closed. Specification ST -SG-1-2005 6 ~ .. . b. Five single-pole "b" auxiliary switches, closed when the breaker is open, 9 .18 The operating mechanism of each circuit breaker shall be equipped with a mechanical operation indicator that will show whether the circuit breaker is open or closed, The operation indicator shall be located in a visible position, 10.0 CIRCUIT BREAKER COMPARTMENT Each cubicle containing a circuit breaker shall contain a manually operated screw type draw out racking mechanism, which will move the breaker between the operating and disconnect positions. The mechanism shall be self-aligning and rigidly held in the operating position without the necessity of locking bars or bolts. The stationary primary disconnecting contacts shall be constructed of silver-plated copper. Grounded metal safety shutters shall be provided .to isolate all primary connections in the circuit breaker compartment when the breaker is withdrawn from the connect position. Each breaker compartment shall include: 1, Hinged front panel. 2. Primary and secondary disconnecting drives. 3. Control circuit cutout device. 4, Required terminal blocks, wiring and control buses. 5, Partial discharge detector, 11.0 INSTRUMENT TRANSFORMERS 11.1 Current Transformers All current transformers shall be multi-ratio as shown on accompanying single- line diagram, which is part of this specification, The current transformers shall have a mechanical rating equal to the momentary rating of the circuit breakers. Toroidal type current transformers manufactured to ANSI and NEMA Standards shall be used, and all shall be relaying class accuracy C400. When the cell is de- energized, current transformers shall be accessible without removing bus bars and cable connections. Current transformers shall be terminated to shorting terminal blocks. 12.0 WIRING 12.1 All secondary and control wiring shall be installed and tested at the factory, All wiring shall be connected to terminal blocks, which have numbered points for identification. Corresponding identification shall be provided on both ends of all Specification ST-SG-1-2005 7 .. . . wires using heat shrinkable permanent wire markers. All wires shall be extra- flexible type SIS, insulated for 600 volts, and designed for a maximum operating temperature of 90oC, All conductors shall be #14 A WG except for current transformer secondary wiring, which shall be #12 A WG, Pre-insulated self- locking ring tongue type wiring terminal lugs with metal reinforced sleeves shall be provided on all conductor terminals, Where wires pass through primary compartments, wires shall be armored or enclosed in grounded metal wire troughs. 12,2 Terminal blocks shall be provided for conductors requiring connection to circuits external to the specified equipment, for internal circuits crossing shipping splits, and where equipment parts, replacement and maintenance will be facilitated, All connections leaving the switchgear shall be terminated to grouped terminal blocks mounted in an auxiliary cell. The terminal blocks shall be labeled and a minimum of6-inch clearance between columns of terminal blocks, The terminal blocks shall be rated 600 volts, 50 amps with strap screw terminals. A 25 percent spare unused terminal shall be provided, Shorting type terminal blocks shall be used for current transformer connections. 13.0 RELAYING All protective relays will be remotely located and provided by others, 14.0 DATA TO BE SUBMITTED WITH BID 1, Delivery Schedule: A guaranteed delivery schedule after receipt of order shall be submitted with bid package. 2, Exceptions: Bidder shall specify a list of exceptions with reference to this specification that shall be submitted with bid package. 3, Test Program: A detailed inspection and test plan utilized by supplier for quality inspection and testing of switchgear to be supplied, Specification ST -SG-1-2005 8 Ii - ~Qr ~ ... l& I i~ [!J L_____________.J f [!J . [!J I I f ~ I . l I [!J J -- ~ 3= [!J w z ~ 'r .. ! .~ . II ~ . ~ . J -- f ~ ~ ~ J -- t r------------l ! ~.~I ! r~: :::::: f K;;i1 - I I :z 0 91 'ON '~G:l <( :::IE ~ 0 Sl 'ON'~G:l - . 0 t1 'ON '~G:l . . 0 f 1 'ON '~G:l . . 0 'S3~ t 'N~ . . 0 NIVVf t .ta) . . 0 U 'ON '~G:l . . 0 U 'ON '~G:l . . 0 01 'ON '~G:l . . 0 6 'ON '~G:l . 0::: . <( 'S3~ f 'N~ W . <--' . :r: 0 NIVVf f 'N~ ~ . 3: . 0 9 'ON '~G:l (/) . > . ~ 0 L 'ON '~G:l ,...... . . 0 9 'ON '~G:l . . 0 S 'ON '~G:l . . 'S3~ ~ 'ta) . . 0 NIVVf 1; 'N~ . . 0 t 'ON '~G:l . . 0 f 'ON '~G:l . . 0 ~ 'ON '~G:l . . 0 1 'ON 'HOJ ~ . . :z 'S3~ 1 'N~ <( :::IE . . ~ 0 NIVVf 1 'N~ I..-- . 3: w z: I I I I I I I I I I I I :z < :::IE ~ :z <( :::IE ~ I I I I I I I I I . r---- ~ i 0 91 'ON '~G:l . ~ 0 Sl 'ON '~G:l . ~ . 0 . .t 1 'ON '~G:l co ", . 0 :r 1 'ON '~G:l . ~ ~11 3I\~3~ . ~ . . . 311 NIVVf ~ 0 , . 'u 'ON '~G:l . 0 ~ . . 0 01 'ON '~G:l ~ . . 0 6 'ON '~G:l . co . ", . NlVn f 'ta) . co 0 ", . 311 sna 1I . 0 co ", . . L 'ON '~G:l . 0 co ", . 0 9 'ON '~G:l . . ~ 0 . . S 'ON '~G:l ~ . . NlVn ~ 'N~ . 0 ~ . . 0 t 'ON '~G:l co ", . f 'ON '~G:l . 0 ~ . 0 1; 'ON '~G:l . . ~ 0 . . 1 'ON '~G:l co ", . . . 0 NlVn 1 'N3~ ~ . I I I I I I I I 0::: <( W <--' :r: u I- 3: (/) > ~ ,...... h N ~ 00 ~ .. .. West Switch Room Work Schedule Complete in 1 Phase Mobilization Shop Drawings 6 weeks Approval of Shop Drawings COV 2 weeks Fabrication of Gear 16 weeks Installation of NeW Gear 4 weeks Duct Transition, Bus Duct Circuit Breakers, installation 4 weeks Ductor Testing 1 week Conduit ReRoute 2 weeks Interconnection Wiring and 2 weeks Terminations Job Close out 2 weeks Total Weeks 39 weeks Note Shop Drawing and gear Fabrication could be shorter depending upon Meyers production and assembly time Time savings if Meyers performs taster -6 weeks Revised Savings Total 33 weeks '" .. . .. . . ... .. EXHIBIT C ,. " .. .. .. EXHIBIT C WORK SCHEDULE (to be supplied) EXHIBIT C . .. . * . ... EXHIBIT D ., .. . '. . EXHIBIT D INSURANCE SCHEDULE .. Trico shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): 1. Coverage and Limits Bodily Iniury Property Damage Each Person Each Accident Each Accident Hazards Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles Workers' Compensation Employers'Liability $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 per employer ll. Liability General Liability Premises Operations Elevators (if applicable) Independent Contractors Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $5.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2.000.000 $5.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $5.000.000 a, The general liability policy shall contain the following special endorsements which shall be noted 011 or attached to the standard certificate of insurance: 1, An original 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 and specifying the activities covered. 4, Such other endorsement as may be required by City. 5, A copy of your general and umbrella insurance policy declarations page. 6. A copy of schedule of forms of endorsement. b, In addition to the above, the Contractor shall provide such further proof of insurance documentation as the City deems necessary. EXHIBIT D SUPPORTING DOCUMENTS EQUIPMENT PURCHASE AND PROFESSIONAL SERVICES CONTRACT THIS CONTRACT (this "Contract") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as ofthis 7th day of December, 2005, in the City of Vernon, County of Los Angeles, State of California AND THE CITY OF VERNON (hereinafter referred to as "City") 4305 Santa Fe Avenue Vernon, CA 90058 GALLIERA, INC., dba TRICO CONSTRUCTION (hereinafter referred to as "Trico") 445 Hampshire Street San Francisco, CA 94110 BY AND BETWEEN RECITALS WHEREAS, the 7KV distribution switchgear in the West Switchgear Room of the Vernon Substation that supplies power to feeders 1-16 has an interruptible rating of 20,500 A, but when the Malburg Generating Station is online the switchgear cannot be used because the interrupting rate is inadequate; and WHEREAS, the City has determined that it is in the City's best interest to retain the services of a fIrm to replace the existing switchgear with switchgear that has an adequate interrupting rating and design, manufacture, test and deliver all material, equipment and construction services necessary to replace the switchgear (collectively, the "Switchgear") for the benefit of the Vernon Substation; and / WHEREAS, Trico has prepared a proposal dated November 9, 2005, for the j .-..~ equipment and services, installation and testing necessary for the Switchgear, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference {collectively, the "Proposal," which Proposal includes the quote dated October 6, 2005 from Myers Power 1 Products, Inc, and Work Schedule, a copy of which is attached to the Proposal; and WHEREAS, the City has provided to Trico the City's Specification No, ST-SG-1- 2005 Substation Class Aisleless, Indoor Metal-Clad Switchgear for Vernon Substation #1 Section dated April 20, 2005, a copy of which is attached hereto as Exhibit B and incorporated herein by this reference (the "Specifications"); and WHEREAS, Trico represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to furnish the equipment and perform the services that the City requires, as set forth in this Contract, the Proposal, and the Specifications, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Switchgear has been competitively bid, and Trico's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Trico to provide for the Services and Equipment, each as defined below, necessary for the Switchgear on the terms and conditions set forth below, NOW, THEREFORE, THE PARTIES AGREEAS FOLWWS: 1. The Work. 1,1 Certain Definitions, The following terms shall have the following meanings for purposes of this Contract: 1.1,1 Contract Documents, The term "Contract Documents" as used herein shall mean and refer to and include this Contract, the Proposal, the Specifications, and all other exhibits and attachments hereto and thereto, as well as amendments and modifications hereto and thereto that are approved in writing by the parties, and authorized Change Orders (as defined below) that are signed by the parties. All of these documents form the Contract, and all are as fully a part of the Contract as if attached to this Contract or repeated herein, In the event 2 of a conflict between the Proposal or the Specifications and this Contract, the terms of this Contract shall prevail, and in the event of a conflict between Proposal and Specifications, the Proposal shall prevail. This Contract includes Exhibits A through D, each of which is attached hereto and incorporated herein by its reference and is a part of this Contract. 1.1,2 Project. The Project is the purchase and delivery of all materials, equipment and construction services for the Switchgear. 1.1.3 Project Manager. The City's Project Manager shall be Bruce V. Malkenhorst, Jr. The City reserves the right, in the City's sole discretion, to replace Mr, Malkenhorst as the City's Project Manager upon notice to Trico. 1.1.4 Site, The Site shall be 2715 50th Street, Vernon, California. 1.1.5 Substantial Completion. Substantial Completion shall mean the date on which all Work is substantially completed in accordance with the Contract Documents and all applicable statutes, laws, regulations, and other legal authorities; all testing has been completed and accepted by the City (including any additional testing that the City elects to perform, at the City's cost); all documentation required under th~ Contract Documents has been provided to and accepted by the City; and all authorizations, certificates, and permits required in order for the City to use the Work have been obtained and complied with, such that the City can utilize the Work for its intended use, subject only to completion of minor, punch list items that do not affect the usability of the Project. 1.1.6 Trico's Representative, Trico's Representative shall be James Bruschera, unless replaced by Trico by written notice to the City; provided, however, that the City must approve, in its reasonable discretion, any replacement of Trico's Representative, 3 1.1, 7 Work, The Work comprises the completed construction required by the Contract Documents or reasonably inferable therefrom and includes all ofthe Services to be performed and the Equipment to be obtained, installed, and tested by Trico or any of its employees, agents, contractors, or subcontractors under the terms of the Contract Documents, 1.1,8 Services, Trico shall perform or cause to be performed all the work required by the Contract Documents or reasonably inferable therefrom for the design, construction, manufacture, testing and delivery ofthe Switchgear (the "Services"), 1,2 Equipment/Trico Equipment. Trico shall obtain and sell, deliver, and install or construct all of the materials, equipment, and supplies described in the Contract Documents or reasonably inferable therefrom required to design, construct, manufacture, test and deliver the Switchgear (collectively, the "Equipment"), Trico shall obtain the use of all equipment necessary to perform the Services, including, without limitation, trucks, forklifts, cranes, etc, (collectively, the "Trico Equipment"), and the cost of obtaining and using the Trico Equipment is included in the Contract Sum, as defined below. 1.3 Trico' s Obligations, Trico has represented to the City that it is qualified, willing, and able to perform the Services, Notwithstanding anything to the contrary contained in this Contract, the City and Trico agree and acknowledge that the City is entering into this Contract in reliance on Trico's special and unique abilities with respect to performing the Services, Trico accepts the relationship of trust and confidence established between it and the City by this Contract. Trico shall use its best efforts, skill, judgment and abilities to further the interests of the City in accordance with the City's requirements and procedures. In that connection, Trico represents, covenants and agrees as follows: 4 1.3.1 Permits, Trico will be solely responsible for obtaining all required permits, authorizations, and consents required from all governmental or quasi-governmental authorities in connection with the Work. The cost of obtaining the permits, authorizations, and consents is included in the Contract Sum; provided, however, that, the City shall be liable for the actual costs of any permits or fees imposed by any governmental or quasi-governmental agency. 1.3,2 Compliance with Law: Defects. All Services performed, documents prepared, and Equipment provided by Trico will conform to all applicable governmental regulations, statutes, and ordinances, and will be accurate and free from defects, If any of the Services or Equipment are not acceptable to the City, Trico shall promptly 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. Trico possesses a high-level experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity and nature ofthis Project, and it will perform the Services with the care, skill and diligence of such a contractor, 1.3.4 No Release, Trico's duties shall not be diminished by reason of any approval by the City, nor shall Trico be released from any liability by reason of such approval by the City, it being understood that the City at all times is relying upon Trico's skills and knowledge, 1.3.5 Authorizations, Trico is authorized to do business in California and properly licensed and registered by all governmental authorities having jurisdiction over it. 5 All persons performing Services shall, at all times during which Services are being performed, have all necessary technical expertise, permits, professional or business licenses, certificates, training, and other qualifications required to perform such Services in a professional manner and in accordance with all applicable laws, Each subcontractor shall be licensed as a contractor under California law. 1.3,6 Due Diligence. Trico (a) has fully inspected the Site and is familiar with the local and special conditions under which the Work is to be performed, (b) has thoroughly reviewed the Contract Docu~ents, (c) has determined that the Contract Documents are sufficiently detailed to determine the Contract Sum, (d) agrees that the Contract Sum is adequate and reasonable compensation for all the Work and Trico's assumption of all foreseeable risks, hazards, and conditions in connection with the Work, and (e) has determined that the Project can be completed in accordance with the Contract Documents. 1.3.7 Capability, Trico and all subcontractors are financially solvent and possessed of sufficient working capital to complete the Work and perform all obligations hereunder, Trico is able to furnish the tools, equipment, supplies, equipment and labor required to complete the Work and perform its obligations hereunder, The foregoing representations, covenants, and agreements shall survive any termination of this Contract and final completion of the Switchgear and are in addition to, and not in lieu of, any and all other liability imposed upon Trico by law with respect to Trico's duties, obligations and performance hereunder, 2. Time of Performance, Trico shall commence and complete the Switchgear as follows: 6 2.1 Time Schedule. Trico shall begin to obtain the Equipment and perform the Services (including entering into any contracts as required to accomplish the Work) upon the full execution of this Contract (the "Commencement Date"). Trico shall diligently perform the work and achieve Substantial Completion no later than 39 weeks (the "Substantial Completion Date"). The time between the Commencement Date and the Substantial Completion Date shall be the "Contract Time". In addition to achieving the Substantial Completion Date, Trico shall be obligated to accomplish the milestones described in the Work Schedule by the dates set forth in therein, as defined in Paragraph 7.8 below, 2.2 Inability to Meet Time Schedule, Except if performance is excused, as set forth in Paragraph 2.3 below, Trico's failure to install the Equipment and complete the Services within the Contract Time, or Trico' s failure to achieve the milestones by the dates set forth in the Construction Progress Schedule, as defmed in Paragraph 7.8 below, shall constitute a materhll default of this Contract, and, among other remedies available to it, including those set forth in this Paragraph 2, the City shall have the option of terminating this Contract. 2.3 Force Maieure. Neither party shall be considered to be in default in any of its obligations under this Contract when a failure of performance shall be due to an uncontrollable force, The term "uncontrollable force" shall mean any cause beyond the control of the party affected, in~luding, 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 7 written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch, The time required to achieve Substantial Completion or a milestone shall be extended by Change Order by the number of days of delay caused by the uncontrollable force, as the City may reasonably determine, An extension of time for achievement of Substantial Completion by reason of an uncontrollable force shall not justify extra compensation for Trico for administrative or other costs or expenses; provided, however, that if the time for achieving Substantial Completion is materially extended by reason of uncontrollable force through no fault of Trico, Trico shall be entitled to an increase in the Contract Sum, but only in any amount equal to the increase in Trico's direct cost resulting from such delay. 2.4 Trico's Delay, If the City determines that the performance ofthe Work has not progressed or reached the level of completion required by the Contract Documents so as to achieve the timely and orderly completion of the Work by the date for Substantial Completion, the City shall have the right to order Trico to take corrective measures deemed necessary or desirable by the City to expedite the progress of construction (and Trico hereby covenants to perform such corrective measures), including (a) working additional shifts of overtime, (b) supplying additional manpower, equipment and facilities, and (c) other similar measures (collectively, the "Extraordinary Measures"), Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. The City's right to require Extraordinary Measures is solely for the purpose of ensuring Trico's compliance with the milestones and the date of Substantial Completion. 8 2,4,1 Contract Sum. Trico shall not be entitled to any adjustment in the Contract Sum in connection with Extraordinary Measures required by the City under this Paragraph 2.4. 2.4.2 Exercise of Right. The City may exercise its rights under this Paragraph 2.4 as frequently as the City deems necessary or desirable to ensure that Trico's performance of the Work will comply with the completion date set forth in the Contract Documents. 2.4.3 Further Rights, If the City determines, in its sole discretion, that Trico's corrective measures are not sufficient to expedite the progress of the construction of the " Work, the City shall be entitled, but not obligated, upon three (3) days prior written notice to Trico, to take such corrective measures itself, in which event the City may deduct its costs and expenses with respect to such corrective measures from the amounts due to Trico under the Contract Documents, 3, Contract Sum, 3.1 Contract Sum, As full and complete compensation for all Services and Equipment (including Trico Equipment) provided by Trico and its agents and subcontractors, if any, the City shall pay to Trico, subject to additions and deductions by Change Order as provided in the this Contract, the amount of One Million, Five Hundred Eighteen Thousand, Six Hundred Sixty-Three Dollars and No Cents ($1,518,663.00) (the "Contract Sum"), The Contract Sum includes the Myers Power Products, Inc, equipment price of Nine Hundred Seventy-Two Thousand One Hundred Twenty Dollars and No Cents ($972,120.00), taxes excluded, (the "Contract Myers Cost"), Except for costs to be borne by the City, as described in this Contract, and except for authorized Change Orders signed by the City, the City is under no obligation to 9 compensate Trico for Work, Equipment, Trico Equipment, Services, or fees incurred under this Contract in excess of the Contract Sum, and no reference to time and materials charges in the Proposal or Specifications shall mean that there is any obligation by the City to pay any amount in excess of the Contract Sum for any work described in, or reasonably inferable from, the Contract Documents. 3.2 Costs in Excess of Contract Sum, If the actual cost of the Work exceeds the Contract Sum, as adjusted for changes in the Work which have been approved in writing by City, Trico shall pay such excess from its own funds, and the City shall have no liability for the payment of all or any part of the excess, 4. Payment Terms. 4.1 Application for Payment. On or before the fifteenth day of each month during the performance of the Wode, Trico shall submit to Project Manager, for approval by Proje,ct Manager and the City, an itemized Application for Payment certified as true and correct by Trico's Representative, in form and substance acceptable to the City and Project Manager, supported by such data substantiating Trico' s right to payment as the City may require, Such Application shall cover all Work completed during the previous calendar month, and shall: 4,1,1 set forth in reasonable detail the costs and expenses incurred or paid by Trico during the immediately preceding calendar month to any subcontractor, materialman, employee or laborer for services actually performed and for materials actually incorporated in the W ork (or suitably stored on the Site); 4.1.2 show the names of contractors, subcontractors and materialmen to be paid and the amount to be paid to each; 10 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 11 in accordance with the Contract Documents. Project Manager may also decline to certify payment because of: (a) defective Work not remedied; (b) third party claims filed or reasonable evidence indicating probable filing of such claims; (c) failure of Trico to make payments properly to Subcontractors or for labor, materials or equipment; (d) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; (e) damage to City or another contractor; (f) reasonable evidence that the Work will not be completed within the Contract Time; or (g) Trico's default hereunder or other failure to carry out the Work in accordance with the Contract Documents, 4.4 Terms re Payments, 4.4,1 Title to City, Trico warrants that title to all Work, materials and Equipment covered by an Application for Payment will pass to the City either by incorporation in the construction or upon the receipt of payment by Trico, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any material will retain an interest therein or an encumbrance thereon, 4.4,2 Payments to Subcontractors. Trico shall be solely responsible for paying all sums due to Myers Power Products, Inc. and any other subcontractors used in the performance of the Work, Except in the event that the City has failed to make payments to Trico 12 13 5.2 Further Payment. Upon Substantial Completion of the Work and upon application by Trico and certification by Project Manager, as provided in Paragraph 4.2 above, City shall make any payment required to ensure that Trico has received 90% of the Contract Sum, less such amounts as the Project Manager may determine for all incomplete Work and unsettled claims. 5.3 Final Payment. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Trico when (a) the Work, including all Punch List items, has been completed to City's satisfaction; (b) Project Manager has issued and City has approved the final Certificate of Payment; (c) all warranties and guarantees required under the Contract Documents have been assigned to and accepted by the City; and (d) Trico has submitted to ~e 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 D'to remain in force after final payment is currently in effect and will not be cancelled or allowed to expire until at least thirty days' prior written notice has been given to City, and a written statement that such policies will be renewable, and (3) a full set of "as-built" sepias incorporating all the reproducible records, drawings showing changes in the Work made during construction, based on marked-up prints, drawings and other data known by Trico, and (5) copies of electronic media, if any, including computer tapes, reflecting the final design of the Switchgear, 5.4 Accounting Records. Trico shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Contract, and shall maintain such books and records for a period of three (3) years after final payment, or for such longer period as may be required by law. 14 6. The City's Rights and Obligations, 6,1 City's Obligations to Provide Utilities. Storage. and Security. The City shall provide, at the City's cost, temporary water, power, and other utilities for the use of Trico and its subcontractors during the Contract Time. The City shall also be responsible for security at the Site during the Contract Time, and shall provide a storage facility for Equipment ordered hereunder at no cost to Trico. 6.2 City's Right to Stop the Work. IfTrico fails to correct defective Work as required by this Contract, or if Trico is otherwise in default under the Contract Documents, the City, by written notice to Trico, may order Trico to stop the Work, or any portion thereof, until Trico has corrected such defective work or cured such default. The City's right to stop the Work shall not impose any duty on City to exercise such right for the benefit of Trico or any other person or entity, 6.3 City's Right to Carry Out the Work. IfTrico defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within seven (7) days after receipt of written notice from City to commence and continue correction of such default or neglect with diligence and promptness, City may, without prejudice to any other remedy it may have, make good such deficiencies and deduct from the payments then or thereafter due Trico the cost of correcting such deficiencies. 7, Trico's Rights and Obligations. 7,1 Review of Contract Documents. 7.1.1 Consistency. Trico shall compare the Contract Documents and shall at once report to Project Manager any error, inconsistency or omission Trico may discover. Provided that Trico timely reports any such error, inconsistency or omission, Trico shall not be 15 liable to the City for any damage resulting from any such errors, inconsistencies or omissions in the Contract Documents, except for such damage arising from Trico's negligence or willful misconduct. If Trico performs any construction activity involving a recognized error, inconsistency or omission in the Contract Documents without such notice to Project Manager, Trico shall assume appropriate responsibility for such performance and shall bear an appropriate amount ofthe attributable costs for correction, 7,1.2 Representations. By executing the Contract, Trico represents to City that: (a) The Contract Documents are sufficiently complete and detailed for Trico to (1) perform the Work required to produce the results intended by the Contract Documents, and (2) comply with all ofthe requirements of the Contract Documents. (b) The Work required by the Contract Documents, including all construction details, construction means, methods, procedures, sequences and techniques necessary to perform the Work, use of materials, selection of equipment and requirements of product manufacturers, and safety precautions and programs in connection with the Work, is consistent with (1) good and sound practices within the construction industry, (2) requirements of any warranties applicable to the Work, (3) requirements of all laws, regulations or policies of all governmental authorities 16 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, Trico shall supervise and direct the Work, using its best skill and attention. Trico shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents, Trico shall review any specified construction or installation procedure (including those recommended by any product manufacturer). Trico shall advise Project Manager (a) if the specified procedure deviates from acceptable construction practice, (b) if following such procedure will affect any warranties, and (c) of any objections which Trico may have to such procedure. 7.2.2 Responsibility for Conduct. Trico shall be responsible to City for the acts and omissions of itself, its agents, its employees, subcontractors and sub-subcontractors and their respective agents and employees, and other persons performing any Work under a contract with Trico, 7.2.3 No Release, Trico shall not be relieved from its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of Project Manager in his administration of the Contract, or by inspections, tests or approvals required or performed by persons other than Trico. 7.2.4 Coordination, Whenever the work of Trico or a Subcontractor is dependent upon the work of other Subcontractors, then Trico shall require the Subcontractor to coordinate his work with the others. 17 7.2.5 Delivery and Storage. All materials and Equipment shall be delivered, handled, stored, installed, and protected in accordance with the best current practices in the industry, in accordance with manufacturers' specifications and recommendations, and in accordance with Contract Document requirements. The term "delivery" in reference to any item specified or indicated, means the unloading and storing of such items with proper protection at the Site. Risk of loss or damage shall pass to the City upon completion of installation of all Equipment, testing, and written acceptance by the City. 7.2.6 Confirmation of Dimensions, Before ordering materials and equipment, or performing Work, Trico shall verify indicated dimensions. If any discrepancy exists, Trico shall take field measurements required for the proper fabrication and installation of the Work. Upon commencement of any item of Work, Trico shall be responsible for the dimensions related to such item of Work. 7.3 Labor and Materials. 7.3,1 Trico's Payment for Work. Unless otherwise provided in the Contract Documents, Trico shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, transportation, and other services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Trico shall be responsible for all cutting, fitting or patching that may be required to complete the Work or to make its several parts fit together properly. 7.3.2 Provision of Workers and Material. Trico shall furnish an adequate supply of skilled workers and proper materials to perform the Work in the best and most sound manner consistent with the interests of City. 18 7.3.3 Assignment of Warranties, Trico shall assign to City at the time of final completion of the Work, or upon any earlier termination of this Contract, any and all manufacturers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such warranties. Trico shall assemble and deliver to City complete copies of all warranties, guaranties, and operating and maintenance data from all manufacturers whose equipment is installed in the Work. 7.4 Testing. 7,4.1 Equipment. Trico shall inspect all Equipment as it is delivered, and will reject any Equipment that is defective, with the cost of repair or replacement being the responsibility of Trico, Trico will begin testing the various Equipment components as they are received or installed, as appropriate, taking into account the nature of the Equipment. The City reserves the rightto test any and all Equipment, regardless of the results of Trico's testing. In the event that the test results obtained by either Trico or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Trico shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option ofrejecting the entire shipment of Equipment from that vendor or subcontractor, and obtaining another vendor to provide that Equipment. Trico shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any damage caused to the City's existing equipment and the Vernon Substation or the Malburg Generating Station by the installation or use of defective Equipment or Services provided by Trico or its subcontractors. 19 7.4,2 Testing ofthe Project. The City shall test the Switchgear promptly after Substantial Completion has been achieved. The City's acceptance of the Switchgear shall be contingent upon the City's verification of the test results for the Equipment and the Project following Substantial Completion. In the event that the test results show that Switchgear does not meet the Specifications or otherwise fails to conform to the terms of the Contract Documents, the City shall have the option of rejecting the entire Project or rejecting only the damaged Equipment. Trico shall be responsible for all costs that may be incurred in connection with the rejection and replacement ofthe Project or the Equipment. 7.4.3 Costs of Testing, Trico's testing obligations are included in the Contract Sum; provided, however, that the City shall pay any testing fees or lab costs imposed by an outside laboratory, 7,5 Warranties. 7.5.1 Trico's Warranty, Trico warrants title to the Equipment purchased hereunder and any part thereof to be free of any claim of any security interest, lien or any encumbrance, Trico warrants that all materials and Equipment will be new and free from defects in materials and workmanship, comply with .the Contract Documents, and be of good quality and merchantability,. and fit for their intended purposes; and that all Work will be of good quality, free from faults and defects, in conformance with the Contract Documents, and performed in a good and workmanlike manner, All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective, If required by City or Project Manager, Trico shall furnish satisfactory evidence as to the kind and quality of materials and equipment used on the Project. The term of this warranty is described in Paragraph 9,1, and this warranty shall survive any termination of this Contract. 20 7.5,2 Manufacturers' Warranties. Trico shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties for parts and labor, which shall commence upon Substantial Completion. Trico shall assist the City in the enforcement of all such warranties. 7,6 Taxes. Trico shall pay all sales, consumer, use, and other similar taxes for the Work or portions thereof provided by Trico. 7,7 Permits. Fees and Notices, 7,7,1 Permits, Trico shall secure all permits, authorizations, consents, and licenses necessary for the proper execution and completion of the Work, including, without limitation, any such permits or authorizations required by the Environmental Protection Agency (EP A) or the Air Quality Management District (AQMD); provided, however, that the City shall be liable for the actual costs of any permits or fees imposed by any such governmental or quasi- governmental agency, 7.7.2 Notices, Trico shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the Work, If Trico performs any Work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such notice to Project Manager and City, Trico shall assume full responsibility therefor and bear all costs attributable thereto, 7.8 Work Progress Schedule. 7,8,1 Work Schedule, Within 10 days after the execution ofthis Contract, Trico shall prepare and submit for City's and Project Manager's approval Trico's work schedule for the Work which shall be attached hereto and made a part hereof as Exhibit C (the t "Work Progress Schedule"). If the parties are not able to reach agreement on the terms of the 21 Work Progress Schedule within the above-described time period, the City shall have the right to terminate this Contract without cause, as described in Paragraph 12.2 below. 7.8,2 Meetings. At City's request, from time to time, Trico shall hold regular progress meetings with City and Project Manager at the Site. At such meetings, Trico shall report to City and Project Manager on the progress of the Work and such other matters relating to Trico's performance under the Contract Documents as City may request. 7.9 Shop Drawings and Samples. Trico shall review, stamp with its approval, and submit, with reasonable promptness and in orderly sequence so as to cause no delay in the' Work or in the work of any other contractor, all Shop Drawings and Samples required by the Contract Documents or subsequently requested by Project Manager, 7.10 Use of Site, Trico shall allow Project Manager and the City's authorized repres~ntatives access to the Site at all times. Trico shall confine operations at the Site to the smallest area feasible, shall not unreasonably encumber the Site with any materials or equipment, and shall use its best efforts to not interfere with City's use of other portions of the Site. Trico shall not commence any Work before coordinating all activities with City, and shall not disrupt the operation of any Site utilities or services without the prior written consent in each instance of City. Trico at all times shall keep the Site free from accumulation of waste materials or rubbish caused by its operations, At the end of each day and upon completion of the Work, Trico shall remove all its waste materials and rubbish from and about the Project and the Site, as well as all its tools, construction equipment, machinery and surplus materials, and shall clean the Project . and the Site, leaving it in a neat condition. If Trico fails to clean up upon completion of the Work, City may do so and the cost thereof shall be charged to Trico and deducted from the Contract Sum. 22 7,11 Indemnification, 7.11.1 Trico' s Indemnity. To the fullest extent permitted by law, Trico shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorneys' fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Trico or its subcontractors, employees or agents in the performance of Work or delivery and installation of Equipment under this Contract, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees, The terms of this indemnity shall survive the termination of this Contract. The obligations in this Paragraph are in addition to Trico's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Trico. 7.11,2 Indemnity Process, The City shall notify Trico in writing of any suits, claims or demands covered by this indemnity, Promptly after receipt of such notice, Trico shall assume the defense of such claim with counsel reasonably satisfactory to City, If Trico fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Trico would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense ofTrico, Notwithstanding the above, if the City in its sole discretion so 23 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. Trico shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. 7.12 Payment and Performance Bond, Prior to commencement of its Work, Trico shall provide the City with a copy of a payment and performance bond in an amount equal to one and a half (1,5) times the Contract Sum that has been issued for the benefit of the City. 7.13 Personnel. Trico shall minimize changes to its key projectpersonnel. The City shall have the right to request reasonable Project personnel changes and to review and reasonably approve Project personnel changes proposed by Trico. 8, Additional Services/Chan~e Orders. 8.1 Change Orders, The City reserves the right to request changes in the Work, which changes are referred to as the "Additional Services", Additional Services may be authorized only by a Change Order signed by the Project Manager and Trico. If the City requests Additional Services, Trico shall prepare a proposal specifying a fixed fee adjustment to the Contract Sum, and, if necessary, an adjustment to the Contract Time for the requested modification, If Trico believes Additional Services are appropriate, it shall request such modification in writing, again specifying the fixed fee adjustment to the Contract Sum and adjustment to the Contract Time before proceeding with the Additional Services. Trico shall immediately identify (by written notice to the City) any work requested by the City which Trico believes to be outside the scope of the Work, as defined in the Contract Documents, and such notice shall include a proposal specifying the fixed fee adjustment to the Contract Sum and 24 Contract 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 ofthe City. If a Change Order increaSes the Contract Sum, Trico shall include the Work covered by such Change Orders in Applications for Payment as if such Work were originally part of the Contract Documents. The fee shall be negotiated in good faith and agreed to by the parties prior to the commencement of the Additional Services; provided, however, that if the parties are not able to reach agreement on the fee, Trico shall provide the Additional Services pursuant to the City's written request, and payment shall be governed by the terms of Paragraph 8.2 of this Contract. 8,2 The City's DirectiveINotice of Intent to File Claim. Ifthe parties cannot agree whether or to what extent the modification justifies adjustments to compensation or schedule, Trico shall nonetheless timely perform the Additional Services, on the written direction of the Project Manager (the "City's Directive"), and Trico shall submit a written ''Notice of Intent to File Claim!' The written Notice of Intent to File Claim shall reasonably detail the amount of and basis for adjustment to the Contract Sum and Contract Time and shall be submitted to the City (if at all) prior to commencing performance of the Additional Services. If the notice is timely given, Trico shall keep and submit to the City on a daily basis a 'Complete breakdown of all costs incurred for the Additional Services, including a labor breakdown by name of person, hours worked, and task performed, as well as a similar breakdown for all equipment used and copies of all invoices and delivery tickets for materials used, Trico' s failure to timely deliver a "Notice of Intent to File a Claim," or maintain and deliver an accurate cost 25 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 Trico, the parties shall endeavor, in good faith, to reach agreement on the increased cost of the Additional Services and the time adjustment, if any, to the Contract Time, If the parties are' not able to reach agreement, the City shall pay to Trico the undisputed portion of the charges. The basis for establishing the cost of Additional Services, if not otherwise agreed to by the parties, shall be the increased costs (taking into account any offset based on the change) of the following costs that are directly attributable to the change: costs of labor, costs of materials, supplies, and equipment, costs of premiums for all increases in bonds and insurance, and additional costs of supervision and field office personnel. 8.3 Validity of Claim for Changes. No claim for additional compensation or extension oftime shall be valid or recognized unless contained in a Change Order or City's Directive signed by the Project Manager, Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that City has been unjustly enriched by any alteration or addition to the Work, shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period for the Work in the Contract Documents. 8.4 Minor Changes in the Work. Subject to City's prior approval, Project Manager will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents, Such changes shall be effected by written order, and shall be binding on City and Trico. Trico shall carry out such written orders promptly, 26 8.5 Concealed Conditions. Trico represents that it has (i) examined all available records and data regarding the Site and the Project, and has from such examination informed itself concerning any conditions to be encountered and all other pertinent matters and conditions in connection with the Work and Services to be performed hereunder, (ii) thoroughly inspected the Site and determined that it is satisfactory for the Work, and (iii) read the Contract Documents and is fully cognizant of and is familiar with all of the terms and conditions thereof. In the event any concealed conditions shall be encountered in the performance of the Work which (a) are not apparent from a thorough visual inspection of the Site, (b) are materially at variance with the conditions indicated by the aforesaid records and data and the Contract Documents, (c) differ materially from those generally recognized as inherent in work of the character provided for in this Contract, and (d) cause a material delay in the Work or a material increase of the cost of the Work which cannot be avoided (collectively, "Concealed Conditions"), Trico shall deliver to City within five (5) days of discovery of the Concealed Conditions a written notice describing in detail the Concealed Conditions and estimating the delay in or increase in cost of the Work caused by such Concealed Conditions (the "Concealed Conditions Notice"). Trico shall provide such supporting documentation for the Concealed Conditions Notice as the City may require, Any claims of Concealed Conditions not made as specified herein shall be deemed waived, Within fourteen (14) days after receipt of the Concealed Conditions Notice, the City shall either (x) authorize Trico to proceed with the Work through Construction Change Directive or Change Order, in which case the Contract Sum and/or Contract Time shall be adjusted to reflect the increase in actual cost and/or delay caused by the Concealed Conditions, or (y) terminate the Contract in accordance with Paragraph 12.2. 1// 27 9. Correction of Work. 9.1 Obligation to Correct Work and Correction Period. Trico, at its cost, shall promptly correct all Work rejected by Project Manager or the City as defective or as failing to conform to the Contract Documents, if reported to Trico before Substantial Completion, or within the later of (a) 18 months after Substantial Completion, (b) such longer period of time as may be prescribed by law, or (c) the terms of the applicable manufacturers' warranty (the "Correction Period"), The City shall give such notice promptly after discovery of the condition. The Correction Period shall be extended with respect to portions of Work fIrst performed after Substantial Completion by the number of days between Substantial Completion and the actual performance of the Work, and a new 18- month Correction Period shall commence for all repaired or replaced items of Work on the date the repair or replacement was made, Trico's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Work or the repair thereof. Trico shall indemnify the City from and hold the City harmless against any and all claims, liabilitie~, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Work found to be defective or not in accordance with the Contract Documents, or (b) the correction of any such Work. Trico's obligations under this Paragraph 9,1 shall survive acceptance of the Work and the termination or expiration of this Contract. 9,2 Compliance with Agency Requirements and Law, Trico's obligation to .repair any defective Work shall include the obligation to make any repairs or replacements required to bring the Project into compliance with applicable law and any requirements, permits, or authorizations imposed by any governmental or quasi-governmental agency such as EP A or AQMD, 28 9.3 City's Remedies. IfTrico 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, Trico shall take all reasonable precautions and conform to all safety provisions and practices for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to all employees on the Work and all other persons who may be affected thereby, 10.2 Fire Precautions and Protection, Trico shall take necessary precautions to guard against and eliminate possible fire hazards and prevent damage to the Work, building materials, equipment, temporary field offices, and public and private property, 10.3 Environmental Control. 10.3,1 Compliance with Law. All materials and work procedures used on the Project shall comply with all environmental and air pollution control regulations in effect at the Site, Trico shall be responsible for obtaining all necessary approvals and certification as to compliance of the materials and work procedures, 10.3,2 Use of Hazardous Materials, Trico shall not use or cause to be used any hazardous materials, as defined under any applicable federal, state or local law, including asbestos, or asbestos-containing materials, where feasible alternatives exist. In the event that Trico must use hazardous materials on the worksite or incorporate such materials into the Work, Trico shall (a) provide the City with copies of all material safety data sheets, (b) use the utmost care in the use, storage, transportation and disposal of such materials, (c) obtain all necessary permits and approvals in connection therewith, and (d) at all times fully comply with 29 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 Trico does not perform with the Trico's own personnel shall be performed under subcontracts or by other appropriate agreements with Trico (the "Subcontract"). If the City has a reasonable objection to any subcontractor, Trico shall submit a substitute to whom the City has no reasonable objection, and the City and Trico will negotiate in good faith to increase or decrease the Contract Sum in order to reflect any change to the cost of Work resulting from the substitution of a new subcontractor, The City hereby approves Myers Power Products, Inc. as a subcontractor. 11,2 Payment to Subcontractors. Trico shall pay subcontractors based only on Work actually completed, shall make all payments due under each Subcontract at the time those payments become due, and shall hold the City harmless from any loss on account of Trico's failure to do so, Neither the City nor Project Manager shall have any obligation to payor to see to the payment of any sums so due to any subcontractor, 11.3 Subcontractor Relations. In each Subcontract, Trico shall require each subcontractor, to the extent of the Work to be performed by the subcontractor, to be bound to Trico by the terms of the Contract Documents, and to assume toward Trico all the obligations and responsibilities which Trico, by the Contract-Documents, assumes toward the City, Each Subcontract shall (a) preserve and protect the rights of the City and Project Manager under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights, (b) allow the City the benefit of Trico's rights, remedies and redress against the subcontractor, (c) be assignable to the City in the event 30 that the City takes over the Work or terminates the Contract as provided hereunder and the City specifically accepts such assignment by notifying the subcontractor in writing, (d) entitle the City to at least fifteen (I5) days' written notice from the subcontractor of any default by Trico 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. Trico shall require each subcontractor to enter into similar agreements with its sub- subcontractors, Tricoshall make available to each proposed subcontractor, prior to the execution of the Subcontract, copies of the Contract Documents to which the Subcontractor will be bound by this Paragraph 11.3, and identify to the subcontractor any terms and conditions of the proposed Subcontract which may be at variance with the Contract Documents, Each subcontractor shall similarly make copies of such Contract Documents available to its sub- subcontractors, 12, Termination of the Contract. 12.1 Right of Termination, This Contract may be terminated by the City or Trico, with or without cause, upon at least fifteen days written notice to the other party. 12,2 Termination by City Without Cause, In the event oftermination by the City without cause, Trico shall be compensated for all Work performed prior to the date of delivery ofthe termination notice, plus compensation for (i) necessary work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Trico directly attributable to termination which could not reasonably have been avoided and for which Trico is not otherwise compensated that are incurred through the 31 date ofthe 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 Trico without Cause. In the event that Trico commits a breach of a material condition of this Agreement, the City shall notify Trico in writing of said breach and if Trico has not cured or begun reasonable efforts to cure after fifteen (15) days of receipt of said notice, and fails to diligently pursue corrective action, the City shall have the right to cancel this Contract for cause based on Trico's default. Trico shall be responsible for all direct and indirect costs due to the City's re-procurement of the equivalent of the Equipment or Services cancelled from Trico. If this Contract is terminated by the City with cause, or terminated by Trico without cause, the City shall pay Trico for all Work performed prior to the date of delivery of the termination notice, subject to the right of the City to withhold such unpaid amounts pending resolution of damages incurred by the City as a result of Trico's default. 12.4 Actions Subsequent to Termination, Following the termination date, regardless of whether the Agreement is terminated with or without cause, and subject only to the payments described in Paragraphs 12,2 or 12.3, as applicable, the City shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Upon a termination of this Contract, except for its obligations under Paragraph 12.5 below, Trico shall have no further rights, duties, liabilities or obligations whatsoever under this Agreement. Notwithstanding anything in this Agreement, including the foregoing, to the contrary, Paragraphs 1.3, 7.3.3, 7.5, 7.1 1,9, 12.5, 13,1, 14, 15.2, 15.3, 15.4, 15.11 and 15,12 shall survive the termination of this Agreement. 32 12.5 Delivery of Work Product. Within three (3) business days after any termination of this Agreement, Trico shall deliver to the City all Work Product (as defined in Paragraph 13.1) pertaining to this Agreement or to the Project and any and all copies thereof, whether in the possession ofTrico or a party engaged by Trico; provided, however, that solely for its internal auditing purposes, Trico may, at its sole expense, make and retain copies of Work Product materials, subject to the confidentiality provisions of Paragraph 14, Trico shall also furnish all such information, take all such other action and shall cooperate with the City as the City shall reasonably require in order to effectuate an orderly and systematic termination of Trico's duties and activities hereunder. 13, Work Product. 13 .1 Work Product Property of City, All documents, plans, designs, drawings, data, databases, studies, reports and other materials, in whatever form or medium, prepared by or for Trico, its officers, employees, agents and subcontractors in the course of performing the Work under this Agreement (collectively, the "Work Product"), but excluding working notes and internal documents, shall be the property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Trico or to any other party. Work Product materials shall be delivered to City by Trico as they are generated. 13.2 .Fonn of Work Product. Work Product produced by Trico shall conform to the best standards of that profession. Information shall be organized in a logical and systematic manner, Drawings shall contain as much information on a single drawing as can be done without impairing clarity and quality. All drawings shall be in Autocad 2000 or higher, All design documents shall be in Microsoft Word format. III 33 14. Confidential Information. 14,1 Access to Confidential Information, The City may provide Trico and/or its subcontractors with, or allow Trico access to, certain information not available to the public concerning the City or businesses located in the City, The information may include information regarding companies located in the City, tax information, and information concerning various company's sales, value of assets, or other confidential information about companies dealing with the City. All such non-public information shall be known as "Confidential Information" and may not be by Trico for any purpose other than to perform its duties hereunder, 14.2 No Disclosure, Except as expressly permitted by prior written consent of the City, Trico and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity, without the express prior written consent of an authorized representative of the City. Trico and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Trico has performed all Work to be performed pursuant to this Agreement. Trico hereby agrees that such Confidential Information and any documents provided may be used by Trico and/or its subcontractors only as authorized by the City, Trico shall include a provision in its agreements with subcontractors that binds the subcontractors to this non-disclosure requirement. 14.3 Court Ordered Disclosure, Trico shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with the City's legal counsel in responding to any such order or subpoena. Trico may only 34 disclose Confidential Information required to be disclosed pursuant to court order or subpoena after legal counsel has exhausted any lawful and timely appeal or challenge. 14.4 Exceptions to Confidentiality, The foregoing obligations shall not apply to any Confidential Information lawfully in Trico's possession prior to its acquisition from the City; received in good faith from a third party not subject to any confidential obligation to the City; or that now is or later becomes publicly known through no breach of confidential obligation by Trico or its subcontractors, 14.5 Remedies, In addition to any other remedies that it may have at law or in equity, the City shall be entitled to a temporary and permanent injunction by a court of competent jurisdiction against any breach or threatened breach of any of the provisions of this Paragraph 14, Trico acknowledges that in case of such breach or threatened breach of said provisions, the City would have no adequate remedy at law, and the City shall not be required to post a bond or other security or to prove damages. . 15. General Provisions, 15.1 The Contract Documents, The Contract Documents represent the entire and integrated agreement between the parties hereto, and supersede and replace all prior and contemporaneous negotiations, representations, discussions, or agreements between the parties related to the matters set forth in the Contract Documents, Notwithstanding anything to the contrary in the Contract Documents, any reference in the Proposal to "misc, clarifications and attachments by Trico and its other subcontractors" shall refer only to documents that are specifically identified as exhibits to the Proposal or to this Contract, and are attached to the Proposal or this Contract. Any reference in the Proposal to any clarifications, agreements, drawings, or documents that are not attached to the Proposal or this Contract shall not be part of 35 the Contract Documents, The Contract may be amended or modified only by a written amendment signed by the parties. Nothing contained in the Contract Documents shall create any contractual relationship between the City or Project Manager and any other party, including any contractor or subcontractor of Trico, 15,2 Forum Selection, Any action brought relating to this Agreement shall be brought and held exclusively in a Court in or serving the County of Los Angeles, California. 15.3 Attorneys' Fees, If either party institutes an action or legal proceeding arising out of or related to the Contract Documents or the relationship of the parties or their rights or duties in connection with the matters set forth in the Contract Documents, whether sounding in tort, ,!ontract, or otherwise, the prevailing party in such action or proceeding shall be -' entitled to recover from the other party all costs and expenses, including all costs and reasonable attorneys' fees, in addition to any other remedy awarded by the court, 15.4 Notices. All notices required or permitted by this Contract shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified or registered mail, return receipt requested, or by facsimile transmission during normal business hours, if delivery is confirmed and provided a copy is also delivered via delivery or mail, and shall be deemed effective upon delivery or refusal to accept delivery, if served in a manner specified in this Paragraph 15.4 to the recipient as set forth below. If a notice is delivered on a Saturday, Sunday, or holiday, it shall be deemed delivered on the next business day, Notices to the parties shall be sent to the addresses set forth below, or such other address as is provided by one party to the other in writing. 1/1 1/1 36 CITY: THE CITY OF VERNON Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 With a copy to: Bruce V. Malkenhorst, Jr. Project Manager 4305 Santa Fe Avenue Vernon, CA 90058-0805 TRlCO: GALLIERA, INC" dba TRICO CONSTRUCTION 445 Hampshire Street San Francisco, CA 94110 Attn: Jim Bruschera 15.5 Status of Trico, At all times during the term ofthis Contract, Trico shall be an independent contractor. Except as the City may specify in writing, Trico shall have no authority, express or implied, to act on behalf ofthe City in any capacity whatsoever as an agent. Trico shall have no authority, expressed or implied, pursuant to this Agreement to bind the City to any obligation whatsoever, 15,6 Insurance, Trico agrees to provide insurance in the amounts and forms specified in Exhibit D, which is attached hereto and made a part hereof by reference. Comparable coverage shall be provided for each subcontractor used in the performance ofthis Agreement. Trico shall submit to the City documentation indicating compliance with *ese minimum requirements no less than one (I) day prior to the beginning of performance under this Agreement. Trico shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved ,by the City. 37 i ""~..~.,-~---------..._-_._--- 15.7 Assignment Prohibited, No party to this Contract may assign any right or obligation except with the express written consent of the other party; provided, however, that Trico may enter subcontracts to perform portions of the Work under the terms and conditions of this Contract, and Trico may by written request assign any right to receive monies earned hereunder. 15.8 Partial Invalidity. Wherever possible, each provision hereof will be interpreted in such manner as to be effective and valid under applicable law, but in case anyone or more of the provisions contained herein is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be limited to the extent required to make such provision valid and enforceable, and if necessary, severed from this Contract. All other terms and conditions shall remain in full force and effect. 15,9 Time of the Essence, Time is of the essence in the performance of this Contract and of each and every provision hereof. By executing this Contract, Trico 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 Trico shall constitute a waiver of any right or duty afforded any ofthem under the Contract 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 Contract Documents are cumulative with and in addition to all other legal and equitable rights and remedies which the City may have under applicable law. 38 15.12 Arbitration. The parties agree that any and all disputes arising out of or in relation to this Contract, including without limitation any action in tort, shall be resolved exclusively, finally and conclusively by arbitration in Los Angeles County, California under the auspices of and pursuant to the rules of the Judicial Arbitration & Mediation Services Inc, (JAMS), Each party will select an arbitrator. Those two arbitrators will then select a third. The three member panel will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision, The arbitration decision shall be final and binding on the parties, Notwithstanding the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain injunctive relief. The exclusive jurisdiction and venue for any such action shall be the Superior Court of California, Los Angeles County, /II 1/1 /II /II III /II /II 1/1 /II /II III //1 39 IN WIlNESS WHEREOF, the parties have caused this Contract to be executed by and through their authorized officers on the date, month and year first written above. CITY OF VERNON ATIE ST:~. l . By: I1.tJ Bruce V. Malkenhorst, Jr, Acting City Clerk BY:~~' ~ Leonis C, Malburg,'Mayor GALLIERA, INC, dba TRICO C STRUCTION bENc2.,?AL JV1AA)A~R. By: Typed Name: Title: .-..... 40 t ' (" ... TRICO CONSTRUCTION 445 Hampshire St San Francisco ea. 94110 415850-7045 November 9, 2005 via fax: 826-1425 City of V ernon Attn: Otis Smith Subj: West Switch room Re: Final Consolidated West Switch Room Quotation Dear Otis, Based on the current estimated prices based off work completed at the East Switch Room, including consolidated scope, a second opening through the block wall, and attached Meyers 10.6.05 updated quotation, Trico estimates a price of $1.518.663.00 for the work described below. Work to include the following: -Cut 2 each holes through brick wall, cut window operator, reinstall 20 gauge metal wall partitions upon completion similar to that installed at the East room. A 20 gauge removable metal wall will allow future access for maintenance. Trico will stage this job out of Chef Solution's parking lo~. We will remove all old bus duct above switchgear, switchgear sections and circuit breakers. This includes 4 CB's in the generating Room. Move items to the loading dock and out to the Chef parking lot. COV will provide oil testing, draining, and disposal of all oil. Remove 7.2kv switchgear distribution cable about 60 feet to the UG tunnel on the South side of property. COY to cut the distribution cable at the tunnel and we will pull the cable out to the switch room. Remove aU low voltage control cable from distribution switchgear to basement. COY will de-terminate the wire and verify that the circuit is de energized. ( Demo crew may use COY bridge crane Re-Installation of new gear specified (Meyers quotes attached) by COY. Approximately 24 pc. Includes bolting and reconnection of bus . Trico and its subcontractors will unload from dock using COY overhead crane. Trico and subcontractors will provide rigging to move new sections into place. Connections - Interconnection of new sections is included in the scope of work. All required high voltage cable and splicing by COY (petrelli). Low voltage cabling and connections are included in this estimate. ***Mevers (attached )estimated of cost is onlv flood until December 6. 2005 Disconnect and remove existing control wiring to control console Installation of 2" control conduit :,,' Coring for new gear configuration. Approximately 48 two and three inch holes Grind and smooth cut off studs and other unnecessary floor penetrations in order to accommodate new gear Provide and install control cabling, 600 volt rated and less Sheet metal repairs and replacement Re-route 4" high voltage feeder conduits ( 12 ea) Bus transitions including added bus bracing. Transition bus pieces provided with new switchgear by Meyers. Trico will install. Cost for three transitions including the main and reserve bus at t~e east and west and north locations in the west switch room All scrap material shall be the property ofTrico and its subcontractors. COY may determine items to be kept for their use for example extra breakers, special hardware or reusable items. Ductor testing. COY doctor testing unit to be supplied by COY to Trico ( Expose bus (2 locations) and switches ( 4 breakers) at locations outside/adjacent to the switch room, reroute to new circuit breaker. Install new enclosed bus way (2) each at two locations. Other Items City ofVemon requested a add cost if the project proceeded in two phases. This would include working in the room while the equipment is still energized. The added cost for this is $35,000.00 City of Vernon requested our estimate for design for interconnection wiring diagrams for integration to Schweitzer relays. This estimate is based on COY's one line drawings provided to Trico by COY. COY engineer (Otis Smith) to provide direction regarding the way COY wants system operation to occur including PT's circuits, CT's circuits, feeder relays, bank relays, and combined circuit bus differential. The added estimated cost is $25,000.00 Other Work Not included in estimate r Testing of oil filled cable Following demolition of gear enclosure in generating station, we have no detail for closing in of transition at wall bus duct, closure piece not included. Special Floor protection, we were told there would be none required No permits are included in this price as we were told that Community Services does not have jurisdiction inside Station A We have not included any engineering or architectural other then engineering by Meyers and our added estimate of 15000 dollars for interconnect wiring. Meyers requests payment within 30 days and no retention to be held Please review and advice. Very truly yours, Trico Construction General Manager James Bruschera oct-B6-<ees as::!8 '-...... ~..~J'v -y"'~'l.g,uon ~OOl IiJ002/002 599 2'i'B 4144 p.et. -. -. - - __.. _ _ ....-. __v ...,Y.,L .0..... ( MY_ PCI4;R PROIU:rs OctobC!r 6, 2005 QUOTE l6083 Trioo .Em.il: iim~hi~nd-rn~-~ Subject: Wast R.ooJn Switol1par'11t. II IdI2 ~ 7KV Main & R.ac.J:qe ~ I ~).(yen QUPte "16083 GoodAftemoouM,. ~ Myqs Powec ~ I:ac. i. plellMd to provide tbe fb~ 9COpO af~ad$Oll pd~ for ~ ~d project:. QtY 1 26 LOT 32 4 1 1 1 1 LOT LOT LOt 5 12 I 2 LOT .Lot LOT LOT 1J.escli.pti0Jl Malbul'g ~ Stdt41l Sh=r~. SeoIionA. 1 I GA Copper M.aln &; '1iaasfa- Bus, 300M ISKV, 40~ l200A VCBH1ccum.t 15KV~ 4OKA~ 3000A Vc;B ~ PorW>le Li1ter + YoJce Aocessodesa Test Jumper TlSBt ~ CmreiJ.t ~, 1200:5, ~ C400 Current T1'8DSforJner,. 4000:5, MR., C400 Otoubd Current T~, 5Oj, Potential Tlamformcr Dtawa- ~ Ttanstt.lIler, 'l2OO:J20V Paxtial D.i.gebatge~ Pack. Ormmd Lut.,Scnnv ~ '.l}pe StT.\p Heater,246V. 2S0W &: Thcnno8i(at TennitJal bloob VA. 12KV, Distribution T)'pe! A~. 86' ;B1IS.Duet 30001\, lSkV to ~ #1 &; iJ2fBaU 7li:.v Main &. ~B~qdallotMr~ ~ns to ~bus eutalDe.. Dwd Coil wlMOC .. toe SW n.I CoU 'WfMDC. TOe SW -" C'apOt* ~""4! 7?S Eeflt H..- Sn.... o.na. Q 8W8 . ,..,; ~SIM-4IOD . ffIJC(I08). m.4,,, WW~COIn -- . - - -_. - __ ...._ ___ _v.... . ....... ,,~~~ vr Vn!<L'IVN ~002 9B9 ~ ~144 P.02 OCT-9S~ es:33 f1I'SAS ~ ffionu::Ts f . . ~Mltllleab lf1~1IJi . _ J. 0r0U11d ~ CY.s, 5OIS.A. ~ PO\Wr.. proposed these around cr. "'lth Single.katio SOISA as SOISA Mulii-.R.atW CT's arc II.OC PaAlablc. . 2. The besic ~ lenl Of~ cifcNh ~ Cld.~ -cad!l he 95KV per ANSI S1andard for ISK'V'DlII:lt. voltage ~ b11i1N of 11 Ol(V. Sell PriOl;l: $9'12,120.00 Net, :r~ Exoluded Vali~aO~ <oo~"iS Frei,ahs; Pull PmIght~~ OfttbSlding is iXc1udcd Pa.f.neGt Tetms: 100%. NIIIt 30 - No ~()DI aU011ftId WBlUIlty: 12111f"1tbp __ ~OQ or 18 moatbs ~ shlpmewt, wbidl ever 0C0Ut8 flrst. Notes:. , 1, Ors.winga b l&J1FOV414-06 ~ a-fbx bid ~d. 2. DcJi\I'ftY: 14-16 Weeks, A1tet ~ AppnmU. Myer, Po-",v h~, tnc. ~1i>>ItJaNi t6'rmI arid tNmdItloItt t'Jf,,,n .tWI ~ We thank you for \be oppoltuDitif to be or secvige and we look ~ to woddng ~;you on dis project.. ShoUld you: h8.v'e ~ questions or 1'etiui~ 4Idditional itJiorrrutlOb, pleaaa 00JIte0t Satkh Pod or Tony . W'\ll)alDt:I at 9S1..S2()..1900. . ~R.eganh- &?~~ l'atric:e Dav.. Estimating ~ ~ ~ '125 E38tHmllon ShIM. ~ VA R281& . 1'11: (SOl) fiN<<IJO · fer: _ ~ '40' Wf/fI~.com 7'7 060 1'lJTA- p, caa <. SPECIFICATION NO. ST-SG-1-2005 SUBSTATION CLASS AISLELESS, INDOOR METAL-CLAD SWITCHGEAR CITY OF VERNON LIGHT & POWER DEPARTMENT April 20, 2005 FOR VERNON SUBSTATION #1 SECTION Specification ST -SG-1-2005 ( '- 1.0 SCOPE This specification covers the r~quirements for a three-phase aisle less, single-stock, metal- clad switchgear for the purpose of power distribution. This specification covers the design, manufacture, testing and delivery of draw out metal-clad switchgear. The apparatus includes six individual pieces of equipment, as follows: The Feeder switchgear; The # I Main and Reserve source circuit breaker switchgear and associated busway; and The #2 Main and Reserve source circuit breaker switchgear and associated busway; and the 3000A vertical bus adapter. The switchgear shall have a minimum design voltage of 15,000 volts, 60 Hz for operation at 7200 volts (nominal) three-phase, high resistance grounded neutral. The switchgear shall consist of horizontal draw out vacuum circuit breakers and associated controls. Connection from the transformers to the switchgear will be through overhead or side-mounted bushings, The switchgear shall be designed and constructed such that there is maximum compartmentation for reliability. All live parts shall be completely enclosed and all primary circuits shall be segregated to prevent the spread of faults to other compartments. ~09" 2.0 GENERAL The switchgear covered in this specification shall be designed, manufactured and tested in accordance with the latest revisions of the following standards: 1. ANSI/IEEE C37,04 through C37.011, A.C. High-Voltage Circuit Breakers 2, Circuit Breakers Rated on a Symmetrical Current Basis or a Total Current Basis 3. ANSI/IEEE C37,20,2, IEEE Standard for Metal-Clad and Station- Tyoe 4, ANSI/IEEE C37.100, Definitions for Power Switchgear 5, ANSI/IEEE C37.13, IEEE Standard Requirements for Instrument Transformers 6. ANSI/IEEE Std., IEEE Standard Techniques for High-Voltage Testing 7. ANSJ/NFPA 70, National Electrical Code 8. NEMA CC 1, Electrical Power Connectors for Substations Specification ST -SG-I-2005 1 ( 3.0 DEVIATION AND NON-CONFORMANCE REQUIREMENT 3.1 Omission or error in this or the manufacturer's specification of an item of material or equipment necessary for the operation and matching of the offered equipment in conjunction with the other equipment, existing and future, shall not excuse the bidder from responsibility in this matter. 3.2 Deviation from this specification or changes in the material or design must be approved by the City's Electrical Engineering Manager or his designated representative, and acknowledged by an addendum to the specification, which shall be issued as a Purchase Change Order. 3.3 Units received with deviations or changes, which are not approved or acknowledged by the City's Electrical Engineering Manager, or his designated representative, are subject to rejection, The supplier of units rejected is responsible for any corrective action including but not limited, to make the units conform to this specification, 3.4 Units with defects, discovered before or after installation, that are believed to be inherent to manufacturing problems or workmanship shall be rejected. 4.0 INSTRUCTIONS TO BIDDERS 4.1 The bidder shall submit the proposal in accordance with this specification. Bids shall be submitted to Otis Smith, via e-mail atosmith@ci.vemon.ca.us. or mailing address: 4305 Santa Fe Ave" Vernon, CA 90058, 4.2 The bidder shall supply proposal information that shall include the complete design and construction details and is truly representative of any equipment to be furnished. 4.3 Any exceptions to be taken by the bidder to this specification shall be set forth clearly by written attachment by the bidder in his proposal. 4.4 The successful bidder shall submit all drawings and diagrams in complying with this specification to the City for approval within four (4) weeks after bid award. The bidder's schedule shall include the time for transmittal of drawings for approval in addition to three (3) working days for review by the City. Revisions of the drawings to make them comply with the specification shall be at the bidder's expense and without extension of the completion date. 4.5 Each drawing supplied by the bidder shall bear identification showing the City's purchase order number, date of the drawing release, and whether the drawing is for approval or approved for construction. Specification ST -SG-I-2005 2 ( 4.6, Shipping and storage shall be accomplished in such a manner as to prevent damage or deterioration of material. 5.0 RATINGS Connection: Frequency: Rated Maximum Voltage: Nominal Voltage: Continuous Current: Symmetrical Short Circuit Current: Short Circuit withstand at 3 seconds: BIL: Operating temperature, ambient: 3-wirehigh resistance grounded 60Hz 15kV 13.8kV Bus 3000A, Feeder 1200A 40,000A 20,OOOA II0kV BIL OOC to 500C 6.0 GENERAL DESCRIPTION OF SWITCHGEAR 6,1 The switchgear shall be a metal-clad, indoor, aisleless enclosure. The switchgear shall be accessible from the front and rear, The switchgear shall be designed and constructed per ANSI/IEEE Standard C37.20.2. The general arrangement for the switchgear shall be shown on the accompanying single-line diagram, which is part of this specification. 1, The switchgear cubicles shall be fabricated from cold rolled steel . and formed steel members, reinforced as required to form a rigid self- supporting structure, All enclosure and switchgear sheet metal shall be II-gauge minimum. 2, The aisleway and switchgear shall be shipped totally assembled in one piece on a common base. 3, A lockable panel shall be included at the rear of each breaker enclosure for gaining access to the cable termination, 4. Suitable opening shall be provided in each cubicle for City's power and control cables to enter from the bottom of the associated cubicle. 5. Undercoating compound shall be used to cover the bottom of the switchgear and aisIeway to prevent corrosion. 6. Ventilation: Switchgear shall be adequately ventilated by means of ducts or grills, which are constructed to prevent foreign materials from entering the circuit interrupting devices, Ventilating openings shall be equipped with dust filters. Specification ST -SG-I-2005 3 [' ~, 7. Space Heater: One space heater (100 W) with thermostat shall be provided in each cell and cable compartment to prevent condensation inside the switchgear. The heaters shall be controlled by an adjustable thermostat, set to turn on when temperature falls to a specified set point, 8. Paint: The framework and panels shall be cleaned, treated, rinsed and shall be given an electrostatically applied coat of polyester urethane paint ANSI 70 sky gray color. 7.0 BUSES AND CONNECTIONS The bus and primary connections in the switchgear shall be of copper with silver plated joints. The three-phase main power bus shall be rated 3,000 amperes, insulated, and be of three-phase three-wire configuration, Each bus end shall have roof or side-mounted bushings for connections at each end as shown on the accompanying single-line diagram, which is part of this specification, The arrangement and construction of buses shall be as specified in ANSI/IEEE C37.20.2-1987. A separate bus compartment shall be included for the bus bars, supports, and connections to circuit breaker cells. The bus bar insulation shall be fluidized bed epoxy insulation. 8.0 GROUNDING A ground bus shall be provided such that the structure in the switchgear assembly, on which primary equipment or devices are mounted, is electrically connected, Grounding construction for the switchgear shall be in accordance with ~6-1.2 of the ANSI!IEEE C37,20,2-1987. The ground bus shall extend through the length of the switchgear and shall be grounded at both ends with separate ground connections to the ground network. Ground bus shall be able to carry continuous current of at least 600 amps. The switchgear enclosure shall be grounded at the bottom by two diagonally opposite connectors, 9.0 CIRCUIT BREAKERS - VACUUM 9.1 The circuit breakers shall be rated at B.8kV nominal, 1200 or 3000 amps continuous as shown on the accompanying single-line diagram, which is part of this specification, The vacuum circuit breaker interrupter shall be three-pole, single-throw, with position indicator, operation counter, auxiliary switches, primary and secondary disconnecting devices, Secondary disconnects shall be automatically connected in test and connected positions. Circuit breakers shall be manufactured by Cutler-Hammer, Model VCP-WC, extended capability, 9.2 The circuit breakers shall be operated by a motor-charged mechanically and electrically trip-free, stored energy operating mechanism. Provisions shall be Specification ST -SG-1-2005 4 ( provided for manual charging of the mechanism, Mechanical interlocks shall be provided to prevent moving the breaker to or from the operating position unless its contacts are in the open position. The operating springs shall be discharged automatically when the breaker is rolled fully in the compartment or is moved into the disconnect position. Self-aligning automatic-engaging secondary contacts shall be furnished with the circuit breaker. Circuit breakers shall be able to be withdrawn from or inserted into the compartment without a lift device, lift truck or hoist, 9.3 Circuit breakers of the same ratings shall be interchangeable with each other. 9.4 Circuit breakers shall be rated: Continuous current rating: Symmetrical interrupting current: Rated interrupting time: Maximum closing time at rated voltage: Maximum operating voltage: Trip coil operating voltage, two coils: Close coil operating voltage: Motor operating voltage: Heater operating voltage: Bus 3000A, Feeder 1200A 40,OOOA 5 cycles 8 cycles 15kV 125 VDC 125 VDC 125 VDC 120VAC r '.. 9.5 The temperature rise of the various parts of the circuit breakers shall conform to ANSI C37,04, The hottest spot temperature rise above 400C of the main contacts and all other continuous current-carrying parts shall not exceed 650C. 9.6 A means for determining contact wear shall be provided. 9.7 The circuit breakers and appurtenances shall conform to ANSI C37.11. The operating mechanism shall be designed with the circuit breakers to ensure positive opening of the circuit breaker and circuit interruption, whether the tripping impulse is received in the fully closed or any partially closed position, If the release or tripping circuit is completed through an auxiliary switch, electrical release or tripping will not take place until such auxiliary switch is closed, 9.8 Circuit breaker shall be equipped with an operation counter that operates only during the opening cycle of the breaker operation, 9.9 Circuit breaker shall be designed such that provisions and mounting facilities for the application ofa time travel device shall be made. 9.10 The operating mechanism shall be of the stored energy spring-type sufficient for an Open-Close-Open operation without power supplied to the spring charging motor. The closing spring shall be charged with a D.C. motor and shall be recharged immediately after closing the breaker. The closing spring shall be capable of being manually charged. An indicator that shows the "charged" or Specification ST -SO-1-2005 5 ( "discharged" status of the closing spring shall be furnished, Provisions shall be made to prevent overcharging of the spring and to prevent insufficiently charged spring from attempting a close operation. 9.11 The circuit breakers shall be furnished completely with all necessary auxiliary relays for the following operations: I. An anti-pumping device shall be included to assure that the operating mechanism makes only one closing operation with each closure of the control contact device, even though the breaker trips during the' closing operation while the control circuit remains closed. 2, Once the closing control switch has been operated and the first device in the control scheme has responded, the circuit breaker mechanism shall make one complete closing operation even though the control switch is released before the closing operation is complete. 3. The trip coil auxiliary "an switch shall be so arranged that the trip coil circuit is opened within 2 cycles after the main breaker contacts part, Also, on the closing operation, the trip coil auxiliary "a" switch shall close before the arcing contacts touch. 9~ 12 The circuit breaker shall be electrically and mechanically trip free. 9.13 The stationary and moving contact assemblies shall be designed so that loading springs, retaining pins, and parts other than the main or arcing contacts do not form an essential part of the current-carrying circuit, 9.14 The current interrupting contacts shall be so guided ,that positive and complete contact and latching, without rebound,. is assured on all closures up to rated making and latching currents, 9,15 The power-carrying circuits shall be capable of carrying its rated current at rated frequency continuously without excessive maintenance. The terminals and connections between parts shall be so designed as to assure permanent low- resistance connections. 9.16 A latch check switch shall be installed, 9.17 Auxiliary and Momentary Contact Switches 1. The circuit breaker shall be furnished with the following switches for use by the City. These contact switches are in addition to any contacts used for the factory-wired operating circuits of the breaker control. a, Five single-pole "a" auxiliary switches, closed when the breaker is closed. Specification ST -SG-I-2005 6 ( b. Five single-pole "b" auxiliary switches, closed when the breaker is open. 9 .18 The operating mechanism of each circuit breaker shall be equipped with a mechanical operation indicator that will show whether the circuit breaker is open or closed. The operation indicator shall be located in a visible position. 10.0 CIRCUIT BREAKER COMPARTMENT Each cubicle containing a circuit breaker shall contain a manually operated screw type draw out racking mechanism, which will move the breaker between the operating and disconnect positions. The mechanism shall be self-aIigfiing and rigidly held in the operating position without the necessity of locking bars or bolts. The stationary primary disconnecting contacts shall be constructed of silver-plated copper. Grounded metal safety shutters shall be provided to isolate all primary connections in the circuit breaker compartment when the breaker is withdrawn from the connect position. Each breaker compartment shall include: 1. Hinged front panel. 2. Primary and secondary disconnecting drives. 3. Control circuit cutout device. 4. Required terminal blocks, wiring and control buses. 5. Partial discharge detector. 11.0 INSTRUMENT TRANSFORMERS 11.1 Current Transformers All current transformers shall be multi-ratio as shown on accompanying single- line diagram, which is part of this specification. The current transformers shall have a mechanical rating equal to the momentarY rating of the circuit breakers. Toroidal type current transformers manufactured to ANSI and NEMA Standards shall be used, and all shall be relaying class accuracy C400. When the cell is de- energized, current transformers shall be accessible without removing bus bars and cable connections. Current transformers shall be terminated to shorting terminal blocks. 12.0 WIRING 12.1 All secondary and control wiring shall be installed and tested at the factory. Ail wiring shall be connected to terminal blocks, which have numbered points for identification. Corresponding identification shall be provided on both ends of all Specification ST -SO-I-2005 7 ( wires using heat shrinkable permanent wire markers. All wires shall be extra- flexible type SIS, insulated for 600 volts, and designed for a maximum operating temperature of 90oC. All conductors shall be #14 A WG except for current transformer secondary wiring, which shall be #12 A WG. Pre-insulated self- locking ring tongue type wiring terminal lugs with metal reinforced sleeves shall be provided on all conductor terminals. Where wires pass through primary compartments, wires shall be armored or enclosed in grounded metal wire troughs. 12.2 Terminal blocks shall be provided for conductors requiring connection to circuits external to the specified equipment, for internal circuits crossing shipping splits, and where equipment parts, replacement and maintenance will be facilitated. All connections leaving the switchgear shall be terminated to grouped terminal blocks mounted in an auxiliary cell. The terminal blocks shall be labeled and a minimum of6-inch clearance between columns of terminal blocks. The terminal blocks shall be rated 600 volts, 50 amps with strap screw terminals. A 25 percent spare unused terminal shall be provided. Shorting type terminal blocks shall be used for current transformer connections. 13.0 RELAYING All protective relays will be remotely located and provided by others. 14.0 DATA TO BE SUBMITTED WITH BID I. Delivery Schedule: A guaranteed delivery schedule after receipt of order shall be submitted with bid package. 2. Exceptions: Bidder shall specify a list of exceptions with reference to this specification that shall be submitted with bid package. 3. Test Program: A detailed inspection and test plan utilized by supplier for quality inspection and testing of switchgear to be supplied. Specification ST -SG-I-2005 8 '5 I; 5 I~ ( ,- I I II p. .~~j L___________J .. I .. 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I I I I I I I I I I I I I I I I I I I I I I I I I I ( west Switch Room Work Schedule Complete in 1 Phase Mobilization Shop Drawings 6 weeks Approval of Shop Drawings COV 2 weeks Fabrication of Gear 16 weeks rnstallation of New Gear 4 weeks Duct Transition, Bus Duct Circuit Breakers. instaltation 4 weeks Ductor Testing 1 week Conduit ReRoute 2 weeks Interconnection Wiring and 2 weeks Terminations Job Close out 2 weeks Totaf Weeks 39 weeks Note Shop Drawing and gear Fabrication could be shorter depending upon Meyers production and assembly time Time savings if Meyers performs faster -6 weeks Revised Savings Total 33 weeks EXHIBIT D INSURANCE SCHEDULE Trico shall provide proof of insurance, including a standard certificate of insurance, in at least the following amounts and coverage (combined single limit permitted): I. Coverage and Limits Hazards Bodily Injury Property Damage Each Person Each Accident Each Accident Automobile Liability Owned Automobiles Hired Automobiles Non-Owned Automobiles Workers' Compensation Employers' Liability $ 500,000 $ 500,000 $ 500.000 $ Statutory $1.000.000 per employer ll, Liability General Liability Premises Operations Elevators (if applicable) Independent Contractors Products - Completed Operations Contractual Liability Umbrella Liability $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $5.000.000 $1,000,000 $1,000,000 $1.000.000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2,000,000 $2.000.000 $5.000.000 $ 500,000 $ 500,000 $ 500.000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1.000.000 $5.000.000 a, The general liability policy shall contain the following special endorsements which shall be noted on or attached to the standard certificate of insurance: I, An original 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 and specifying the activities covered, ,4, Such other endorsement as may be required by City, 5, A copy of your general and umbrella insurance policy declarations page, 6, A copy of schedule of forms of endorsement. b. In addition to the above, the Contractor shall provide such further proof of insurance documentation as the City deems necessary, EXHffiIT D ~s~I~`I CITY OF VERNON Light & Power Department Con#rac# Change Order No. 1 Supplemen# No. n/a Page 1 of 1 . PROJECT: West Switchclear Room (7kV Replacement) Equipment and Professional Services Agreement dated December 7, 2005 {PO No. 12776) T0: Galliera,lnc., dba Trico Construction 445 Hampshire Street San 1=rancisco, CA 94110 REQUESTED BY: City Of Vernon You are hereby directed to make the herein described changes, or do the following described work not included in the original agreement costs. ADDITIONAL SCOPE OF WORK AND ADDITIONAL COMPENSATION (IN ACCORDANCE WITH "Exhibit A" of Agreement (the "Proposal" dated November 9, 2005) and as detailed below As referenced on page 3 of the November S, 2005 proposal (also attached as "Exhibit A" to Agreement) additional compensation is for proceeding with all required work in two (2) phases. Said phases required working in the Switchgear Room: while the equipment was energized.. Total. Amount of this Change Order: $35,000.00 Except as specifically modified herein, all terms and conditions of the original Agreement are unmodified and remain in full force and effect, and apply to the extended time of performance, the additional work and additional costs as if those terms, services and costs were originally included in the Agreement Base Amount of Contract ...................................................................$1,518,663.00 Modified contract, including this requested Change Order (No.1), $1,553,663.00 By reason of this order the time of completion will be adjusted as necessary Approv • _ ~ e~ Date: ~ ~ 6 ~ 2006 DONAL' ~'CALLAGHAN, Director ~ sight & Power We, the undersigned ConsultantNendor, have given careful consideration to the change proposed and hereby agree. If this proposal is approved we will provide alt equipment, famish. all materials (except as maybe noted otherwise); and perform all services necessary for the work specified above, and wilt accept as full payment therefore the prices shown above. Accepted: Gal ' ra Inc. dba Trico Construction (Contractor) Date: ~ ~ ~ 2006 gy; ~w. Title:: ~~.f~~ cc: Purchasing v,... 4 1 1 Expose bus (2 locations) and switches (4 breakers) at locations outside/adjacent to the ' switch room, reroute to new circuit breaker. Install new enclosed bus way (2) each at two locations. r Other Items City. of Vernon requested a add cost if the project proceeded in two phases. This would include working in the room while the equipment is still energized. The added .cost for this is $35,000.00 City o ernon reque our estimate for design or m erconnection uYng diagrams for integration to Schweitzer relays. This estimate is based on COV's one line drawings provided to Trico by COV. COV engineer (Otis Smith) to provide direction regarding the way COV wants system operation to occur including PT's circuits, CT's circuits, feeder relays, bank relays, and combined circuit bus differential. The added estimated cost is $25,000.00 Other Work Not included in estimate Testing of oil filled cable Following demolition of gear enclosure in generating station, we have no detail for closing in of transition at wall bus duct, closure piece not included. Special Floor protection, we were told there would be none required No permits are included in this price as we were told that Community Services does not have jurisdiction inside Station A We have not included any engineering or architectural other then engineering by Meyers and our added estimate of 15000 dollars for interconnect wiring. Meyers requests payment within 30 days and no retention to be held Please review and advice. Very truly yours,. Trico Construction General Manager -James Bruschera INTEROFFICE - MEMORANDUM n Light & Power Department DATE: October 2, 2006 T0: Bruce V. Malkenhorst, Jr., Assistant City Attorney/Acting City Clerk FROM: Gloria J. Oros cial Assis#ant to the City Administrator RE: Galliera, Inc., dba Trico Construction On September 12, the Finance Committee recommended to approve Change Order No.1 to the Trico Agreement for equipment and construction of the 7kV distribution switchgear located in the Ullest switchgear Room. This was subsequently approved by City Council at their September 20, 2006 meeting. Attached hereto is a fully executed duplicate original Change Order No.1 for your records. A fully executed duplicate original has been submitted to Galliera, Inc. dba Trico Construction for their records. If you have any questions with regard to the matter please do not hesitate to contact me. Thank you. /g1o c: D. O'Callaghan (w/o attachment) A. Baldere (w/o attachment) Light & Power Document Control L & P AP Contract Flle I id ~~~,~M~ INTEROFFICE ~~'a~'~`~~ MEMORANDUM r Light & Power Department DATE: August 29, 2005 0: Bruce V. Malkenhorst, Jr., Assistant City Attorney/Acting City Clerk i~l FROM: Donal O'Callaghan, Director of Light & Power ~ PP~~ ~ ~c fey RE: Trico Construction -Change Order No. 1 to West Switchgear Room An agreement for equipment and professional services for work on the 7kV distribution Switchgear located in the West Switchgear Room was approved in December 2005. An option included in the proposal stated, in part, "...at the City of Vernon's request if the project proceeded in two (2) phases it would include working in the room while the equipment is energized." The cost for this two (2) phase schedule was an additional $35,000.00. In order to move forward as expeditiously as possible it was necessary for Trico to perform the work in two (2) phases. It is hereby recommended that the authorization to proceed with the work in two (2) phases be ratified and that this change order be approved in the amount of $35,000. If you have any questions regarding this matter please do not hesitate to contact me. /gjo cc: A. Baldere L & P Document Control L & P A/P Contract File . ~ a I ~ ~ CITY OF VERNON Light & Power Department Contract Change Order No. 2 Supplement No. n/a Page 1 of 1 . PROJECT: West SWitChclear ROOm (7kV ReplaCement~ Equipment and Professional Services Agreement dated December 7, 2005 (PO No. 12776) T0: Galliera,lnc., dba Trico Construction 445 Hampshire Street San Francisco, CA 94110 REQUESTED BY: City of Vernon You are hereby directed to make the herein described changes, or do the following described work not included in the original agreement costs. ADDITIONAL SCOPE OF WORK AND ADDITIONAL COMPENSATION: 1. Reconfiguration of the West Switchgear Room and the immediate area to accept the additional required equipment at a cost not to exceed . ...............................$81,272.32 2. Purchase and installation of new wire ducts to insure compatibility and secure connection of wire and/or cables in an amount not to exceed $ 1,496.00 3. Independent testing (Third Party) of equipment by Eaton Electrical Systems at a cost not to exceed:...... 86155.38 Total Amount of this Change Order: $168,923.70 Except as specifically modified herein, all terms and conditions of the original Agreement are unmodified and remain in full force and effect, and apply to the extended time of performance, the additional work and additional costs as if those terms, services and costs were originally included in the Agreement Base Amount of Contract $1,518,663.00 Change Order No.1 35,000.00 Modified contract amount, including this requested Change Order (No. 2) $1,722,586.70 By reason of this order the time of completion will be adjusted as necessary Approve ~ Date: 2 2006 DONAL O'CALLAGHAN, ~blt'ec#o of Light & Power We, the undersigned ConsultantNendor, have given careful consideration to the change proposed and hereby agree. If this proposal is approved we will provide all equipment,. furnish all materials (except as maybe noted otherwise), and. perform all services necessary for the work specified above, and will accept as full payment therefore the prices shown above. Accepted: alliera I . dba T is onstruction (Contractor) Date: _STTJ ~ 2006 By: Title: ~.~2c~?.qtr 6f?1f~i?ti'6~t2. cc: Purchasing INTEROFFICE MEMORANDUM Light & Power Department DATE: October 30, 2006 T0: Bruce V. Malkenhorst, Jr., Assistant City Attorney/Acting City Clerk FROM: Gloria J. 0 pecial Asst. to City Administration SUBJECT: Change Order No. 2 - Galliera, Inc., dba Trico Construction (West Switchgear Roam - P012776) Bruce: The Finance Committee at their meeting held October 10, 2006 recommended approval of Change Order N0.2 in the amount of $168,293.70. The City Council subsequently approved their recommendation on October 18, 2006. Attached hereto is a fully executed duplicate original of Change Order No. 2 for your files. If you have any questions please do not hesitate to contact us. c: D. O'Callaghan (w/o attachment). D. Jaunzemis, Purchasing L & P Document Control L & P AIP File ~ tl ~~~R I A I~l2s~°~ INTER®FFICE MEMORANDUM Light & Power Department DATE: September 20, 2006 (Z F' G~ V`'~ M CN f~ C© T0: Bruce V. Malkenhorst, Jr., Assistant City At#orney/Acti ity Clerk 1~~ I ID FROM: Donal O'Callaghan, Director of Light & Power r ~C io~@SJ~~ RE: .Trico Construction -Change Order No. 2 to West Switchgear Room An agreement for equipment and professional services for work on the 7kV distribution switchgear located in the West Switchgear Room was approved in December 2005. As the construction and engineering progressed staff of this departmen# determined. that additional work was necessary in order to complete the project in the most efficient manner possible. The following work was required and necessary to proceed with the construction process: 1. Reconfigura#ion of room design in the immedia#e area of the equipment room to allow for additional necessary equipment, at a cost not to exceed $81,272.32 2: Retain an independent firm (Eaton Electrical, Inc.) to provide 3`d Party testing to ensure functionality of the installed equipment at a cost not to exceed: $86,155.38 3. Purchase & install new wire ducts #o secure connection and compatibility of equipment at a cost not to exceed: $ 1,496.00 It is hereby recommended that the additional work be approved and Change Order No. 2 to the Trico West Switchgear Room contract (PO 12776) be approved at a total cost rtot #o exceed $168,923.70. Approval of this Change Order will bring the contract amount to a revised total of $1,722,586.70. If you have any questions regarding this matter please do not hesi#ate to contac# me. /gjo cc: L & P Document Control L & P A/P Contract File