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Resolution No. 89511 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8951' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON,APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND POWER ENGINEERS, INC. FOR POWER SYSTEM ANALYSIS WHEREAS, the City of Vernon ("City") desires to retain a consultant to perform a comprehensive protection maintenance sweep of the City's 66kV system and a comprehensive coordination study of said system with recommendations for improvement in order to improve the performance and reliability of the 66kV system that supports the Leonis, Vernon, Owill, Laguna Bell and Ybarra Substations and connects to several generation stations, one of which is the Malburg Generating Station (collectively, the "Services"); and WHEREAS, the City has determined that Power Engineers, Inc. ("Power Engineers") possesses the technical knowledge and expertise to furnish the Services required by the City; and WHEREAS, Donal O'Callaghan, Director of Light & Power, has (recommended that an agreement be entered into with Power Engineers for (the Services; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Power Engineers. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (land correct. SECTION 2: The City Council of the City of Vernon hereby approves the Services Agreement with Power Engineers, in substantially' the same form as the copy which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes and empowers the Acting City Clerk and/or his designee to make whatever non -substantive and administrative changes, upon advice of counsel, to the form. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor to execute said Agreement for, and on behalf of, the City of Vernon and the Acting City Clerk is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Agreement to: Power Engineers, Inc. Attn. Vernon F. Padaca P. 0. Box 1066 Hailey, ID 83333 SECTION 6: The Acting City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 18th day of January, 2006. ATTEST: BRUCE V. MALKENHORST, JR. Acting'City Clerk -7'11�EONIS C. MAL G, Mayor - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8951, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, January 18, 2006, and thereafter was duly signed by the Mayor of the City of Vernon. BRUCE V. MALKENHORST, JR. Acting City Clerk (SEAL) r - 3 - EXHIBIT SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this day of January, 2006, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND POWER ENGINEERS, INC., an independent contractor, hereinafter referred to as the "Contractor" 3940 Glenbrook Drive P.O. Box 1066 Hailey, ID 83333 RECITALS WHEREAS, the City has determined that it needs to retain the services of an independent contractor to perform a comprehensive protection maintenance sweep of the City's 66kV system and a comprehensive coordination study of the 66kV system with recommendations for improvement to improve the performance and reliability of the 66 kV system (the "Power System Analysis") that supports the Leonis, Vernon, Owill, Laguna Bell and Ybarra Substations, connects to several generation stations, one of which is the Malburg Generating Station, and is lopped via nine transmission lines (collectively, the "Services"); and WHEREAS, Contractor has prepared a proposal dated November 1, 2005, for the Services, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Contractor has provided a competitive bid proposal that is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to provide the Power System Analysis on a contract basis as defined in the terms and Page 1 of 18 conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective upon the full execution of this Agreement, and will continue In effect until such time as the City receives a final report of the Power System Analysis, or until terminated as provided in this Agreement. SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon; California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Power Engineers, Inc. and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Section 4.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or Page 2 of 18 ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: 1. Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such Information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. 5. For information which is required to be disclosed as a result of any court order or subpoena, the Consultant shall immediately notify the City of any such required disclosure, shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena, and shall only disclose Confidential Information to the extent required in the order or subpoena. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. "Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. 3of18 SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to, providing a comprehensive protection maintenance sweep of the City's 66kV system, relay setting and protection coordination study, report and recommendations, protective relay system operating report and recommendations and optional draft services. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 3.02. Contractor shall be responsible for providing all the necessary reports pursuant to the scheduled contained in the Proposal. Change of Services 3.03. City may at any time, by written change order executed by the City Administrator, make changes only to extend the Work duration and total compensation of Contractor's Work. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 3.04. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as the City receives a final report, in a form acceptable to the City, of the Power System Analysis, unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.07. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Page 4 of 18 Status of Contractor 3.08. Contractor enters Into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for Itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.12. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Section 3 of this Agreement, City agrees to pay Contractor on a lump sum basis for a portion of the tasks and a time -and -material basis for a portion of the tasks such as field testing and implementation of settings, according to the Schedule of Charges set forth in Exhibit A, a sum not to exceed Two Hundred Twenty -Five 5of18 Thousand Nine Hundred Fifty Dollars and No Cents ($225,950.00) plus any applicable taxes (the "Contract Price"). Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, City agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of Work and within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Such invoice shall include, but not be limited to, the identification of hours worked for each individual and their corresponding billable rate as reflected on the attached Schedule of Charges. Such detail shall be provided by Task as identified in Exhibit A. 4.04. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with Section 4.03 and City requirements, by the fifteenth 05t') of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. The City's approval of the invoice shall not be unreasonably withheld. If a portion of the invoice is in dispute, the undisputed portion shall be paid within thirty (30) days of receipt. 4.05. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor, except for those .expenses identified in the Proposal. Expenses may Page 6 of 18 only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 3.03 and 3.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in.. coverage without giving at least thirty (30) days prior written notice to the City. 5.04. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. 7of18 5.05. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory,' or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Professional Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor 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. Contractor 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. 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City Page 8 of 18 premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 5.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. 5.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 9of18 5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. City shall indemnify, defend, protect and hold Contractor and its officers, agents and employees, free and harmless from and against claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurredin connection therewith, including reasonable attorney's fees and costs of defense arising out of the City's negligent performance of obligations under this Agreement. 5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 5.15. At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party may notify the other in writing of the identity of such persons from time to time. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, Including attorney's fees, arising in Whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. During the course of Work being performed, Contractor and any of its Page 10 of 18 subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.19. Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Treatment of Confidential and Proprietary Information 5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.21. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor 11 of 18 hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 5.22. Except as expressly permitted by prior written consent of the City, Contractor 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. Contractor 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 5.23. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.24. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.25. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 5.26. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any Page 12 of 18 applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.27. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.28. Contractor shall indemnify City against, and hold City harmless from, any liability' or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of the Agreement. Progress Reports 5.29. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 5.30 Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives a final report of the Power System Analysis, evaluations and recommendations necessary for improvements and cost estimates for the recommended improvements, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by 13 of 18 Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the Page 14 of 18 unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3'd) day after mailing, whichever occurs first. Contractor - Power Engineers, Inc. Attn: Vernon F. Padaca 3940 Glenbrook Drive P.O. Box 1066 Halley, ID 83333 Fax: 208-788-3456 Telephone: 208-788-2082 City - City of Vernon Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supercedes any and all ,agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 15 of 18 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. if one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a Page 16 of 18 decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement, The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. in the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. 17 of 18 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , California, on City: City of Vernon Name: Leonis C. Malburg, Mayor Date: ATTEST: Bruce V. Malkenhorst, Jr., Acting City Clerk APPROVED AS TO FORM: Eric T. Fresch, City Attorney Contractor: Power Engineers, Inc. Name: Title: Date: Name: Title: Date: Page 18 of 18 EXHIBIT A PLOWER EN MEERS Samuel W. t 1`r oosman Pmject Dkodw - Mailmrg'Generating Station City of Vernon 4305 Santa Fe Ave Vernon, CA 9MS November i, 2005 Dear Sant, wc 3M GU NMMK DRIVE PO BOX 1066 HAII.EY, ID 93333 •�r 208-786-3456 sur 208-788-2082 Pkaee feud aftdwd off' Wised rmpoW for wpneadg servx= to W perfmmeei for the City of Vernon Per your mgaest, the now iacludw a detailed bmdWown of the costs for each task•as well as ' 160 hourie ck opticaw on -site dmftg anviees. the pnPosv rods ourlaetaedeu6 of ilia ptaject aftef our oa-site visit and telec,orat awediwasakhas with you and y ata We solicit your mview and input. We do not consider the work plan fimliaaaed until you have completed your review, discussed any you 111W have, and if neeesseny we have mod flied the wprk plan W best meet the City of Vernon's needs. POWER is able b PMT06 I a sum bidpt Ecr p pcation of dw geslea. However for some of the work s a as rid t+ ws - and 1mplemmb*m of settitags, *0 time required to perform the woe{k ca> "be pi aUMd' the acculaey requhvd to provide a firm price. 1n those cases we have budgeted on a time and expense basis. We kook forw►wd so'discupsog this propcaml with yam, if you have any gums, Please 000W Jay Keeling (SM 7354SS23 or myself (208) 685-070 Sincerely, Vernon F. Padsca VPAb CC. Jogs Sonmoo, City Of vw wn 06s Sari, city Of van= Jay Keelma, POWER Lorry HowUmM POWER Chris Zanadlov, POWER Tesdoj and FAargmbon WORK PLAN FOR ENGINEERING SERVICES era zs M ruol*=M losrss PROJECT APPROACH The City of VemM Cowes of 6dkV, I&V and 7kV voltages. The are 5ve substeions the support the 6QV system: Leonia Substation, Vernon Substation, Owr1l SubMation, Laguna Bell Substation, and Ybwn Substatioa. There one also sevr W generation stations connected to the 6&V System with Malber# Generating Ste►on (MGS) being the largest (3 wAft)• FmWIY, the 6&V system is looped via nine transmission fines: L Wma Bel Leonia, Laguna Bell Cddgrn, Laguna Bell Growgen, IAmma'Bell Ybwk LagunaBell Coffer Vey, Beepy Kinetic, Vernon Owilt, Leonia Owit and haunts Ma&whorst Ybarca. The City of Vernon system is fed by Soodme n California Edison tie -lines. The City of Vernon has adwd TOWER Engineers, Inc. (POWER) to provilde Wince in kViovii ng die pc fa mamm and reliability of their 66kV system. POWER'S VPvmch will be to imtrally perform a PrOlOCIM msmimamt wimp of the City of Vernon 66kV system fist starting with the terminals impacted by the accident on October 6, 2005. This promcdod assinjenmoce sweep completed by POWER's Tenting and E t e m will include testing of both eectroamccLmucal and mieroprocessot bared w1pys, verifying the mft rW of circuit bmaim trip paft and schematics, curr+em and P kanaformw for correct reo, polarity and vonnewon and validating the acbnal relay attump with the relay setting book. Durng d provide technical Electrical Systems Studies Team program is being made in the W wbW Malt, settings be passed onto the ElecWM SyMMS Sides Team to be back checked against the Csty of Vemon 66kV ETAP model. Any miscoordmation problems the are identified daring this time will be discussed with the My of Vernon. Upon direction given by the City of Vernon, the Elecukal System Studies Tam gill develop and issue to the field interim protective relay sew far 'on by the POWER Testing and EncTization Team. Any wiring problems x1entified daring testing will be corrected while the terminal is out of service, drawing will be rcdlbwd and as -builds will be omsed by POWER's substations Team. Once the protection maintenance mom has been completed and interim settings have been impleemesned to correct any mis r a n - nation problems identified, POWER's Electrical System: Sbxbn Timm will proceed with a comFdwusm coordination study of the 66kV system. This study will inchmde a review of the City of Vernon plot wum seating philosophy and WORK PLAN 1 1 POWER EMMEER8. INC. t00ommendalio09 to AMC 66kV pwwcfim performance. while coordinationPWA=iBg So e v, PCMIM will document how faults on ie Ievets at Owill Substation. Finally, FOWM wilt review and report Wou the system ope=Wns that occwnd on October 6, 2WS. Mw document will detail the scquawe of evems and e108109 opatabow In addtion the report will p vn& rew ead#dooar for N' ffit identified in the review. M 2e-7m (I immoos) tos7a WORK PLAN 1 2 POWER ENGINEERS, INC. 001MM (tUrlNl M Ula750 TASK f . 6"PROTECM— N AUUNTENANCE SMWEP Objective(s): • Improve 6aV system reliatbilry and Perfa mumce by initiating a P nae swwp an the City of Ve man 6aV system. APproach: • Gatber neoemary i0austim fi m City of Vernon • Patbrm mainknowe tasting on M 6aV electromechanical and micropmcemor based rshlays • Pufacm pVftCfi= trip decks to vft* the integrity of the trip circuit ftw the ve rekY to tht cis brakw bond on the tripping • Peufwm r rue checks on car W and potential circuits based on three line diagrams • Check allM settings, apim slay settings bock and record any discs+epsncies • idly and dimm with the City of Vernon any Protective relay misooar+diaation. Under do direction of the City of Vernon, develop and Pp ilpim praMectiNefaky settings • Identify ad fix a" wiring fond during testing and redline pints Assurnpdor s): • City Of Veamon will Provide a teem ball time to work with the POWER Testing and BwtgWWm technician. The City of Vernon techncian wA-p vide , erizange for outage: and clearances, assign with arty Mwhint aesisrt with testing (under POWER Testing and Bau+rgials t m ) when a second per is needed and act as a liaison war the City of Vernon. SUBTASK 1.1 DATA AE QUIMTiON POMAMMIty off Vernon Deeltwraible(s): • Infd on Ne cesmy to Pestffornt Maintenance Sweep Ciathar all applicabk issued for 00111111tractkM drawings, inchuhng meter and relay single lice dntwfigm DC wheaudc drawings AC throe line drawings, whug dbgratne or cable lists, and panel drawings. Review data received and communicate with City of Vernon and POWER Testing and Enerozedon Cream to cbdfy information and/or re gust additional hArmtAw WORK PLAN 1 3 POWER ENGINEERS. INC. SUBTASK 1.2 FIELD TESTING OF eeKV M FECTIOM SYSTEM Responsibility: POWER/City of Vernon tmiimaebkKs): • Yetlow4ined drawings indicating that the protection scheme had been tested • Yellowlined drawings indicaaing that current and potential circuits have been verified. • Redhnuo drawings slmwiag wiring changes made during terming (if k) • Yellow -lined relay settings recaotds indicating that as left settings have been back checked. Rc& ned now showing dhaq) ncim between the as -left settings and the relay seMg words relay test data forms. Perform a c pneheoame protection mice sweep of the City of Vernon 66kV system first setting with the to Annals impacted by the accident on October 6, 2005. Conform with City of Vernon technician that terminal has been made mftl9 for testing by the City of Veamn and that a clearance or other approved do n. , roasdriion has bees issaed to aBM the It* testing work to proceed within the Cby of Ve.moa's soft rules. Check relay part timber against and settings documartatian; confirm DC power supply pdw* mtd magnitude are correct. Coofitm that the relay terminals wired and the wire silent Piers match drawings provided by the City of Vernon. Cgof m cic+cnit broker trip circuits and MUMMY oonMct ormats are =utinwas by operating the breaker or imupering the %Vwprime terminal! Mocks in the circuit breaio r. Make (with the aoe of the City of Veamn technician) any wiring cmmges approvod by the City of Vemm dW are necessary to correct witiag or drawing errors. Mnotiate &swings using approved drawing markv methods. 10190 nominal cwm to and vohftn at $6 test switch and observe Metering qmWides m the mhy (if ado on relay). Test elements nxUvi&u*. Test relay logic famotioas (such as reeh=g or breaker What, if implemented in the nrlay). Confirm operation of relay targets, Brant Im d Sspkys (iavailable on else ream), and pmhbutbon (if available on the relay). Can&= pt+ W trij pmg of*c circuit breaker by the relay output eontlect. Rae wn all tma equVmem and temporary jumpers. Download stttinu ftm the relay (If microprocessor based) and cheek to cco&m all temporary settings have been removed. Forward "as IeW settings to FO'WM's Electrical Studies Deputmt for checking. Inform City of Vernon technician that testing is complete and the c1m me issued for testing can be relied. 9Ot2*-7= (I MOM t0e761a WORK PLAN 1 4 POWER ENGINEERS, INC. M 29-75e V11MM005)1ae7 9 City of Vernon to provide a field Mcbmicim to udfit POWER testing StOff with S@ft pooedums, to had coordinate outages, and to assist in any wk*g changes. �•'�'.;„ � �r .t ', i`'` - ., a ... �{`'�'._'`��..t"•;+' WOTASK 1.3 9#1 PROTECTIVE RELAY BETt/M t2 pa sJt jlity: POWBI ,Ay of V aaon DNlvrtabN(sj: • bknm Relay Settings, 'NOCOW to resolve identified miecoordinaticn an 66kV system Review protective relay Sir Unnivala impacted by the October 6, 2©OS oatye for _ as soon as data is received fmm likefield. Discmrs asy is utkeaAot m far iatem relay settings changes to inWMW cocediaation ahh tie COY a( Vernon. Cm to docun mts to MU09 Chummom alruvied by the City of Vemm and traasmit docus>mm to the PTE teoihuicL ft tion Review relay servings fmm the MWORMS terminals as it is provided by field Noting WAoiciim. Discuss any rxcxnmendat-an for inlbr9 s tiamees vN fire Cq of Venaon e y 1a getting ewes amoved by the City of Vernon and It msmit documents to lbe FM technician for implemematian. WORK PLAN 1 5 POWER ENGINEERS, INC. TASK2 "KV PROTECr/ON COMOINAr/ON SMVY Objective(s): • To verily the ETAP model of the City of Verna 66kV system. Develop and went protective relay settings to farther improve the 66kV protect performance. Approach: • GAdW necessary informistion from the City of Vernon and POWER's PTE testing team • Perform short circuit simeistiaos • Identify areas in the 66kV protection system that projective relaying performance can be improved and provide Assumpftgs): • inchde on (1) day visit to City of Vernon site to discuss the report. SWTASK 2.1 ETAP MODEL VERIFICATION AND SHORT CIRCUIT StMiILATIONS ResponsUfty: POWER/City of Vernon Dslhrerable(sj: • Coated ETAP ffiodel • Tabulated Results San the Short Circuit Study Review flue accuracy of the ETAP model. Check line impedances, trran iruupedtlncxs, bus 001108 bus, motion, and transformer names. Drsc m any Pis n n and err discrepancies found with the City of Vernonn. Modify model with approved changes to the model. Perform short circuit studies idling the database provided by the City of Vernon. Rum the following cases: • 66kV bus faults • 66kV clowk and fine end frame Tabulate results of the short pin c sit study sn&or print out results directly from the safiware. Annotate, organ ruo and file the results for f ftre referaaoe and inch== in the report Tabulate the voltage profile at Owill Substation when performing the short circuit studies. 00129-750 (11101001 5)106M WORK PLAN 1 6 POWER ENGINEERS, INC. SUBTASK 2.2 66KV RELAY SETTING REVIEW AND COORDINATION STUDY Responsibility: POWER Delivetabie(s): • Recommendations to existing protective relay settings (if required). Perform a protective relay coordination study of the 66kV system. Include 66kV lines (including Soudtcrn California Edison tic -lints), 66/16kV and 66kV/7kV transformers, 66kV bus protection and generator back protection for 66kV faults. Review settings for overeurrent elements, zone distance eleman, linetbus differential elements, and generator backup elements (21, 51C or 51 V). Revise electromechanical relay settings sheets (providod by City of Vernon) or setting databases if they are available in usable electrdnic form. Prepare a table showing existing and recommended settings. SUBTASK 2.3 66KV LINE SEL-421 RELAY SETTINGS Responsibility: POwEimity or Vernon Deliverable(s): • System. Level Protection Description that provides an overview of the protection syslcm by identifying the proloctivc relaying elements that provides primary and beckW protection for each protection zone and/or piece of major equipment • Protective Relaying and Setting Specitication that includes relay part number, instruction manual refarenc es, Cr and VT data, DC inputs, contact outputs, communications port settings, description of relay logic, elements to be set, and gisidelines for setting elements • Protective Relaying and Setting Specification that includes relay part number, instruction manual references, CT and VT data, DC inputs, contact outputs, commmucaiions port settings, description of relay logic, elements to be set, and guidelines for setting elements • Relay ordering sheet • Printout of relay settings from manufacturer's software • Relay settings calculations • Relay setting database electronic file Develop and issue; for implc mcnishou SEL-421 relay settings for the following 66kV lines (4 total): Beejay Kinetic. Vernon-Owit Laguna Bell-Leonis-Vernon, Laguna Hell -Container -Vernon. Settings will include overcur►e►tt and two -cone step -distance protection. Sol 29-756 (11 0MAM 108M WORK PLAN 1 7 POWER ENGINEERS. INC. SUBTASK 2.4 "KV LINE SEL-421 RELAY SETTINGS IMPLEMENTATION Responsibility: POWER/City of Vernon Confirm with City of Vernon technician that terminal has been made ready for testing by the City of Vernon and that a clearance or other approved documentation has been mooed to allow the relay Ming work to proceed within the City of Vernon's safety rules. Check relay part number against drawings and settings documentation; confnm DC power supply Poles and magnitude are correct. Confirm that the relay terminals wired and the wire identifiers match drawings provided by the City of Varnon.. Confirm circuit breaker trip circuits and auXiJURy contract circoft are conbomw by operating the breaker or junk1pering the Appropriate eenminal blocks in the circuit breaker. Make (with the assistance of the City of Vernon tochnicm) any wiring changes approved by the City of Vernon that are necessary to correct wiring or drawing errors. Annotsic drawings using approved drawing markup methods. Load relay settings file (err make settings foci an elmtro-mechanical relay). Inject nominal currents seed vabiges at the test switch and observe metering quantities in the relay. Test elements individually, Ong temporary settings if necessary. Remove temporary settings. Test relay logic functions (such as reclosing or breaker failure, if implemented in the relay). Cow operation of relay targets, front pose! displays (if available on the relayX and pushbutton (if available on the relay). Confirm proper tripping of the circuit breaker by the relay output contact. Remove all test equtiment and temporary jumpers. Download settmp from the relay and check to confirm all temporary settings have been removed. Forward "as left settings to POWER's Electrical Studies Department for chwAing. Inform City of Vernon technician that testing is complete and the clearance issued for testing can be released. SUBTASK 2.5 MG319 MMA. AND MGS3 SEL-3000 RELAY SETTING MODIFICATIONS Responsibility: POWER Modify the SEL-3000 settings and standard documentation developed by POWER as recommended by the 66kV Protection Coordination Study. Settings for MGS1 and MOS2 will also be mace to accommodate new grounding transformers (59N, 640). M 29-758 (1M/N M 100750 WORK PLAN 1 8 POWER ENOIMEER8. INC. M29450 (1t101fZM 1087afl The SEL-30OG relay setting MOddiCabous are broken out as a subtask item per the on -site discussion. Modi icstions to the ABB Combiflex .generator relay settings will be addressed by subtasks 2.2 and 2.7. SUBTASK 2.6 MGS1, MGS2, AND MGS3 SETTING IMPLEMENTATION Responsibility: POWER/City of Vernon Implement the SEL-3M relay settings only. provide "as found" and "as IeW relay seftings and relay we sheets. Impkmartartion of settings includes downloading the setting dalabose to the protective relay, verifymg that the reply socepted the settings, testing the relay elements to veriFY aperatme. and downloading de n4dk relay settings. As -left relay settings will be sent to City of Vemon and POWER's Electrical System Studies. departmeaL City of Vernon to provide a field technician to assist PO' M testing staff with safety procedures,, to help coordinate outsgos, and to assist in, any wiring changes. . SUBTASK 2.7 OTHER "" RELAY SETTING IMPLEMENTATION Responsibility: POWER/City of Vernon hnpkmmt the relay sMing chaos boludiag the ABB CombilUx generator relays for the Maiburg flen ration Station writs, to the protective relays based or the 66kV Coo Nnation Study. Provide "as lblmd" and "as kW relay settings. 'on of settings includes downloading the setting database to the protective relay, verifying that the relay accepted the wtonM testing do relay elements to verily operailion and downloading the n4dk malty settings. As-idt relay settings will be sent to City of Va non. and POWER's Electrical System Susdies department. City of Va on to provide a field technician to assist POWER testing staffw ih ssky procedures, to help coordinate outages, and to assist in any wiring changes. SUBTASK 2.8 66KV COORDINATION STUDY REPORT Responsibility: POWER Prepare a coordination,su* repot for the City of Vernon. Detail and summarize the findings of the coordination study as well as provide recommendation to the City of Vernon. Inchrde an executive summary, summary of data, relaying plulomphy, description of analysis and coordination, relay test data sheets, and rocammeadations for relay setting changes. Include any interim settings in the report. WORK PLAN 10 f" gyp, Forward the draft report to, rho City of Vetaon for review. Discuss with the City of Vernon m a WIPbo®e comfuenc a call. Make agreed upon changes to do draft report and re -ire. Make a one day visit W Vernon to Anne the ftn"gs of the report to the City of Vernon. Deli wabW*): • Draft and Feral copies of the 66 kV Coordination Study Report WORK PLAN 1 10 POWER ENOWEERS. ode. TASK 3 PR7WMVN J?JMAV SYSMAf OPERATYDN REPORT POOR "ilm aw OCTOBER 6, 2VOW O*w#v*s): • Review and Report on the prolaction sys- operations during the outage of October 6, 2W5. Approach: • Prepare a report that will detaa the protective relay operations that resulted fmm the events on October 6, 2005. The document will detail the sequence of events and element operations Identify and outline areas of noptovement for mgmm od schemes Assumptlon(s): • Includes one (1) day visit to Chi► of Vernon site to diisc= the report. SUBTASK 3.1 PROTECTNE RELAY SYSTEM OPERATM REPORT Responsibility: POWER Investigate the pmtective relay opt occuning as a result of the events on October C 2005. Con" wilt City of Vernon to determine the sequence of events and gather dais. Analyze relay targets and (if available) ev=t reports finom now" relays. Determine, to the extent per, the Ong and ofdrep relay apasbatns. Using the updated ETAP model detenmine available fault current for the fault. Compare protective relay operating times Cif possible) with the fault currant that was available and Vpo=Ve estmuft the actual fault current. Coapare the actual =by opantgcae wilt desired operations. Determine, to the extort it is possible to do son the noon for deviation ftm the de*W operatics. Consider wiring and alarm functions. Make observations and a+ecoe+ntn for improvements. Consider relay settinp, relaying whemes.,reley typdte, backup relaying, and ancillafy functions so& as subsadtion monitoring and the way trip circuits are wired. ' Prepare a draft report smannimiag the lion of the relay OPWaWns in the outage of 0clober 6. Include an executive summary, discussion of the sequence of events and the causes of any relay mom,a P r a mmendations for mptwovement, printouts from ETAP documenting short circuit an*s* daft received from the City of Vernon and other pertinent data and analysis. 80120-760(iUX"0005)l WIORKPLM I I POVWR EIMMiEER8, INC. Fonvad the draft noport to dice City OfVernon for review. Discuss with the City of Vernon ins telephone ooall m= can. Make agreed upon chlmges to the draft report said ro-iaue. Make a am day visit to Vernon to prescnt the findings of the report to the City of Vern. Dsllwrallo(s): • Draft and final copies of the ProbMw Relay System Operations 00129-M (11AltMOOM 1067llrt WORK PLAN 1 12 POYYER LNGOWMW. WC. TASK4 OP7 YOAML liAMP77AW MMICES ts)� • Provide Drafting Services as Requested by the City of Vernon Approach: • Provide a drdkx on site at the City of Vernon's offices to work under City of Vernon supervision • Dratber wip be provided fi+an the ArrWW= office staff. • T&e budded number of honor is as aRowse. The actual number of hour ma;► vary fiom now to bom its excess of the budgeted amount if mutually agreed to. SUBTASK 4.1 CWTIONAL DRAFTING SERVICES ;,. Provide a POWER EnSweas wee to pcsfo=m CAD Ordtmg Using City of Verne under City of Verb spervision. Provide drafter u relied by the City of Vernon. Confer w dk and agree upon a acbWde with 6e City of Vernon as the City of Vernon identifies needs. DslhrorOWs): Drafting Services M29-75e (1U01MOS) tearer WORK PLAN 1 13 POWER SCyMQIXE 11is schedule is based upon fire City Of Vernon providing necessary dab in a timely manner. POWER Tenting and Energbation will have a technician at the City of Vernon within taro M wars following POWER': receipt of a purchase Ord" for the Welk. T bC maintenance nvcV is eacpootod to be completed in teat (10) weeks, however dre actual Ume W= wen depend upon fsctans such as the ability to get elesmnc es on line terminals and file amount of vlw Oflmy) that is mod. Ccnsequently the ac uW time may vary fi m dus estimate. A Draft ofdke Proom ive Relsy System Open Report will be completed one (1) weed of er Completion of the maintenance aweep 0-1- Cwcims - lY S weeks into the p vcjW) for all the line terminals involved in the October 6 o0sge. Tins sehedule is bused upon the data needed to p spare the report being psvvkbd by toe City of Vernon prior to 60 ce:tien of the m8fifteance sweep ce for the affected line An updated ETAP data base will be oompleted within two (2) weeks alter completion of die maintenance sweep. The database will be updated on an aogoing brae, and the wodc will be largely complete before fire maintenance sweep is complete. The 66 kV Coasdinstion Sandy Report will be completed ten (10) weeks afar completion of the maintenance swoop. Tire Optional Drafleg task will be psvvided as requested by the City of Vernon, subiect to an agreed upon whechsle between POWER and the City of Vernon. 00 2a67511 (11Rti71e0e110d70i1 WORK MAN 1 14 POWER ENGINEERS, INC. 00120.7ee (11012005)10a75e BUDGET SUNIIM*r&Y TASKAND SUBTASK 1 —88kV Pmbdim Almintenanv2 &weep 1.1 Dem Ammon 8 $M0 $880 12 Fidd Taft&yMon 514 1O,080 $17,370 i9,900 i86,360 Pmbdon1.3 hAmb Rosy &things 60 $6.0m i1,952 $770 $8,722 (1) Tick 1 Totals (2) 582 i86.= $18,722 $10,670 $%,962 (1) The mods - ofirdmim noisy aed%p jTWOUS not be known unit t#w mainbnance •weep b oomplebd. An aM, - --ine ofi o t1 ie inekrded; however the ac w egi m - libm 9 wi vary from brit amount (2) The budget for ail OfTO* 1 b an eWrnsit only. Adut sokpendikaes vA depend upon % W b anooarbr W b the held. BMbP VA bs bated upon actual time and aeOwaes in a000rtimmwo tine attsdrsds*A" of dggw. 2 OW Pmbdon Coor6nsom Study 2.1 ETAP Model Vuictisn 80 $7.32 $640 $7,932 and Short Ck" ammorw (3) 22 KR w Sa ft 540 $40.020 i4,650 i53,670 wand Coordindw &t * (3) 2.3 68kV Lkw 8EL-421 124 $10,051 i300 $10,951 . Rtay 8o&p (3) 2.4 88kV Lies SEL-421 54 $5.9W $650 $660 $7,450 Relay Sdit hnpbmenttion (4) 2.5 i 081, M(3S2.1AM 50 $4,212 i200 $4,412 momalms (3) 2.6 mosi.11 wz AAm 104 $11.440 i1.700 $1.320 $14,460 SM-WO & ABB Re* Sorg hnpiermdolon (4) 2.7 Olm O&V Roby 68 i7.480 $1,080 i990 $9,550 swftkmhnnnwm (4) 2.8 68kV Coardina&m &turfy 52 $4,872 i1.100 i51972 ROW (3) WORK PLAN 1 15 POWER ENOWEER8, Wc. Task 2 Tobb 1,072 6'R19,907 =10,520 $Z970 =114.397 (3) The Wdpetbr &&s9 s 2.1, 2.Z 2.3, 2.5, and 2.8 are saW bra and expenses not b &nosed amount. (4) The budpstbr eubtmlre 2.4, 2.6 and 2.7 w* moo obo only. Bftp wl be based upon adW ims and eorpumo is soon don awl0r the m2wW a hwMe oidw9es. 3 Pmbot o Rsby Butmwy dRsportd Evenb on Ookrber 6, 2005 3.1 56 $6,031 $IAA $6,631 Task 3 ToWs 56 $5,631 $1,000 $6,631 The budpetfor Task 3 b an acW and arponme rod b aroused amount 4 . OpftW Dr&MV 8ervioes 4.1 Opfmd Dmflirrg 160 s,980 $8,9W Task 4 ToWs 180 sow $8,900 The budpetbr Task b an uVmm eo* Sipe wit ba bawd upon &dual time and eogwtses in a000rdrroswiMr fhe atiedrad eaMdde ddwgee. M 20-788 (tUo1Rf" t88788 - - WORK PLAN 1 16 FIVt N POWER ENCM MS INC. SCHEglSLr, CHARGES, MY OF: VERNOM — 20" This arrdrd *do" at ar awew. Aarwtdw"7m- M nwraf dwsra. , ,, M MaAi tmi, aMrOMtw�f wap arMleYokawl iarr� PERSOMIEL 1"W0104101" ' - 6dudda rk Mdr M ft0mwadmk saw Mw ar aasaftadpdrw wN*pqdmp capmft Senior ft)sa mmvwiN .............._.....»......... .. Senior C� � IIMI1......_...................._............»...».......»........._»...«»...»».......»...»......»......»..._»....».i1420f1�1r PmjedAbnVwM if Satr P%Ject Engineer II ErVinserR-O W A9w t N IN IV D�a a V--w V Project Ibknager 1...»»..._.._..._....._..._..»......_....»».».....»_...»...».....»...........»...._..»»»».«».»»«.«»..».»«.....«»».....>�B.00Ax F"Ject Engineer It iN Oeeigner EnNronmwft Speck t IN R-O-W Agent la pf Eros 1 ......».......»...»_ . ........._ ».............iaB.OQIIx Dodgrwm Tedv*tan N Ea*wnentO SpecM d 11 Proaaenrer�t Speddd I sctredaing Specialist n R•O-W Agent II Programmer IN DOSIOWN Tedarlcian !N Pioasarnsnt Speed 1 Programmer Held Rq"NWAIM IV sol"Clawsped" I Drafter III 1.»».»»...»«.......»........».....»..».».......«»........»..........»»»...»»..._..»_ _...._»_...»...»»_ ....»..._......... »_......i68.OQ�tr. TachrMen It Adl-*d*/liaikknt 1 Field P^wm nisi a M Sl eff AubW t 11 Programmer I Oraifsar II 81sRAsskdmt.....__ __...__-____....._»»»..._.».._..»...».....»».»......_........._»...»....».....»...».....»..._.».».» ....Mit3.OQfir. ' Field Repreeartal" I Gwmal OMoe Meieiar�t».........__...».......»..».».».._.......».»....._.....»...»...,.»..........».._..»».»».....»........»...............»i4`�OQfhr. Field RepwwMn tlww i N•r a. da.roM..«k raaMMrwrwlw w•►Mnmbwbrowet anYi/�Idi�wlbaid dywM�anMaM�wrN. /Yallwrh�rt�r��ardlMiiarrM M dwell � 1.e ew MraraerwNawr srn u-os-la>�vnttrorr�rt�Ml4p Rta2 WHEDULE OF CHARwA Cny OF 'mta rAndtr# "of �Nform* 01��A*IliMabMMMwtM•1N11p� dCmp& A�1NMgMMrF S MtN�wiM4tMl►owt �d +�wr Ms Ndtipeq►en-dailMrlst a aaa•eweaodabntwNNW s iwM•ddirp• MidwtaMMtMrtiMi�awraaAlllNAt orwR�M1 MMsaMi�MiMnirr•f /Yl�oaa�aMrotMklalfilnFi�r( L.�►.t s sdAwwa• sta.earhr. M ' L&vW A ShcMAIIN Laws W §-N- • L" 1 ao"m h*dm dlNpl a afs. 0M.1id!M PC,, NVAC ONO% mW CwwawDoovL " Lawl N SoMaa Mo AW6 ovmgeiom% sagum. I7pA ,q DONW. 4' MOK PM. t#mww Cate@, Udbk PL&4 M TL- Dg1Mnr BteMta wlYdAwr, and "'Laws ■ mml .wa inoMMtx, M PDB. titNM. cis3 Workda i�, ani Mlhptnlewrd�a . *"UVW end Mlerdiw� &Wud"` amm cows TOto sokwn -w r r P l a. PT% BURVEY �� 3 UAft P+mwft va.o c� WdeoToo" . St RIPRODUCtION Alm t►1.Y0lsa. Smu*ftoddbOohdWo �f ,.^4,rf $1 MOW — — _ ILMOL �p l 8m bbor nib DOdNeIMA1N oty a t1 x iT p f&%& N x 11 sOA m. t3nsMd MIT 1T $LU%a o x 71 IMJWaa. ttel r 0 Wo tt x tr $LODA e. e x t1 SlAolm oq,srdtet an erase Tmwpwwjdn des fi or3 si101 o WV. over oI dYd1 a u nMMt. al�er�roduada� ad�un p1W. aouAu woe, 1; bdpV.apt atod�aednyMqwd, M o dw" d ift Canmararon Chwp -bx6Aft ttd not &*W to WV Adlenod telephone wnd ftL etaiptd at j% eRN1do MMV djwpes. HOI U45-1024" Vsi NOK (Ylrf 7A)4)10 "t s: 1TESTING EXERGizAriom TMs Mandwd esheduN of ChWW b Nor profaalar o ssrvioss. Ubl o oaraw hw speirad . va for wak Oa eon*WbV projocas wtll bo bosod on tho then cWmd adkwkft of OMrpss. A new iehodmi of Chwom wW be issued lobe Mfim& is ---1 1 of each now year and sonocosswy on w inbmwd b bW b ko aooarluaodaks asw Nnas or mriaodOWIPL haoloos w/ bo sdmd bd aroaMiy sailer ogee oomplsroa of iM walk sad w>w bo Ow aa0 payabN when laaaod AN 000mft not paid woM lhkty (30) days a11sr Ownab arodpt CFO* byel0e wp bear a SlW4 ! CHARM or "s pot mom flor sash mono ow I Ole b- 11 PTE Projsot Manger S.T. $139hw. O.T. i20W. P.T. $27Wr. PTE Toe ttS Supervisor S.T. $1264 r. O.T. $1wft. P.T. $252ft. PTE Test Teotwkbn S.T. $110ow. O.T. $164Atr. P.T. t219tfir. PTE Shop Technician S.T. $79/itr O.T. $1161M P.T. $156Ihr. PTE ProjectMartaperAudo ant S.T. $61.0m r. PTE Admiltistrv#m Askbrk S.T. i61.OD*w. PTE Staff Mutt S.T. $50.000tu &T. - sb*m tlmo b for a rromml i hoar day. O.T.-0wrtlmo b for an mw owr a harm per day mW agtwdaya P.T. Pm nbm eras b for O m ky s and tfoNdaya. A * waww ndmk m snvbe d 0 ww be bvoiood for ate pre jaots AN %W arl k e mM as baaod on pond to OWW baraf. Any Imeasio. Is" w oriw'*arrport wfbwW aaOp" WM bN bled at Yro Ptojeet Maapar: prM1 m" sme mts. Pw"mm arlN► spodaNisd eloawfvnco am ompbyed by or on r moo b powm. Oharsos for %w" apadmFA% am npofalod on as kldlMdlrai basis deperldrrp on the Currant Tran mma ToaMr 1000 amp Ounw it am" 20 kl► Owmit aoumo s0 bA own"It acwoo 10 Amp DWW OXRO) t00Amp OucW fLRO) Oland ResiibeooTo~ DO Hoo ttllV Meppor V*Abolw alandnd Field ON Too aK Poway Fedw test ast 3 Phaso Way Tort act 1 Phaso TTR ad 3 Pllsss TTR ad Rmlaser Tat 8st or Vshkb no-o I0ay iI MONWOA SWOWOW $=.OW&v k tgfl owday *lmoftkv* $Wsoft it400.O0hrook SOLOEM W $"lkODANftk t7rR.00MW s3W90 mok st f Afty $460A 4VA s11eAlMhw smookvsk s36.owft sQ2lkoww*4k s110.00mw siNkOwma SMOSA %Y "OiLOf Wuk sif600 ty s23s.Ow►wesk 02XM day sMD.eWmesk s33" A MY s136OAno4k WOOIWry s2s0;OWAOek s176. WAY srd AW&Vok U&fr VSY s260.Os1Wook m.Owtby s200AWdNY s30O.0 W,&* sMIOA Wook M-O0 40r$'% l $300.00MV*k►ftlol tt.00 Pw was Oom expwwm such as wmoowaobm mrrYl squipaWK phoaopraphy, bwwporbwk rental wbiolss, ,I t 11- Outside cow"P~ osrvfces, bdpki& meals, other mgOdudbn, eeames moll. Oowbr/dsly" ",vim. spsdal suppbc we chard at oast ow a cwrykq and hand%g charge M 10%. CMW-Wo"on Charye - O bnt not I I Ned fa b" d dsnoo b*Ptmw and bx Is doWd at 1% of bbw klbO dwgw Tookft cases are pmvidod ee a fond pfte basis. 200 Toed" lsrvgeae lebodde ofcbw" (lW2t/M City of Varmm EXHIBIT B EXHIBIT B Form Chance Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows; This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor (Power Engineers, Inc..) City (City of Vernon, California) By By Date Date INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor Number: Date: Specific Instructions to Contractor: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, Contractor shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustments in contract compensation , if any, refer to the Changes Sections of the Agreement. City Representative Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor Representative Date Date SUPPORTING DOCUMENTS CITY COUNCIL. LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL McCORMICK Councilman March 21, 2006 4305 Santa Fe Avenue, Vernon, California 90058 telephone (323) 583-8811 Mr. Vernon F. Padaca Power Engineers, Inc. P.O. Box 1066 Hailey, ID 83333 Re: Services Agreement Dear Mr. �it„• SOL BENUDIZ Police Chief MARK C. WHITWORTH Acting Fire Chief LEWIS J. POZZEBON Director of Environmental Health S. KEVIN WILSON Director of Community Services SHARON L. DUCKWORTH Acting City Treasurer Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on January 18, 2006, through Resolution No. 8951. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. Very truly yours, 4 1 .4&6C� Nelly Gi on Deputy City Clerk NG:dr c: Donal O'Callaghan Dolores Jaunzemis Resolution No. 8951 Agreement File No. 06-008 T'Vctugludo InhAtda( SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 18t' day of January, 2006, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 AND POWER ENGINEERS, INC., an independent contractor, hereinafter referred to as the "Contractor" 3940 Glenbrook Drive P.O. Box 1066 Halley, ID 83333 RECITALS WHEREAS, the City has determined that it needs to retain the services of an independent contractor to perform a comprehensive protection maintenance sweep of the City's 66kV system and a comprehensive coordination study of the 66kV system with recommendations for improvement to improve the performance and reliability of the 66 kV system (the "Power System Analysis") that supports the Leonis, Vernon, Owill, Laguna Bell and Ybarra Substations, connects to several generation stations, one of which is the Malburg Generating Station, and is lopped via nine transmission lines (collectively, the "Services"); and WHEREAS, Contractor has prepared a proposal dated November 1, 2005, for the Services, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Contractor has provided a competitive bid proposal that is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to provide the Power System Analysis on a contract basis as defined in the terms and Page 1 of 18 conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective upon the full execution of this Agreement, and will continue in effect until such time as the City receives a final report of the Power System Analysis, or until terminated as provided in this Agreement. SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Power Engineers, Inc. and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or provided for in Section 4.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if. any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or Page 2 of 18 ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. 5. For information which is required to be disclosed as a result of any court order or subpoena, the Consultant shall immediately notify the City of any such required disclosure, shall cooperate with legal counsel in the appeal or challenge of any such order or subpoena, and shall only disclose Confidential Information to the extent required in the order or subpoena. I. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. `Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. 3of18 SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to, providing a comprehensive protection maintenance sweep of the City's 66kV system, relay setting and protection coordination study, report and recommendations, protective relay system operating report and recommendations and optional draft services. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 3.02. Contractor shall be responsible for providing all the necessary reports pursuant to the scheduled contained in the Proposal. Change of Services 3.03. City may at any time, by written change order executed by the City Administrator, make changes only to extend the Work duration and total compensation of Contractor's Work. Changes in the scope of Work, or duties and obligations, shall be authorized only by the City. 3.04. City may make "Changes' by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 3.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as the City receives a final report, in a form acceptable to the City, of the Power System Analysis, unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.06. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.07. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Page 4 of 18 Status of Contractor 3.08. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees *of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.12. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Section 3 of this Agreement, City agrees to pay Contractor on a lump sum basis for a portion of the tasks and a time -and -material basis for a portion of the tasks such as field testing and implementation of settings, according to the Schedule of Charges set forth in Exhibit A, a sum not to exceed Two Hundred Twenty -Five 5of18 Thousand Nine Hundred Fifty Dollars and No Cents ($225,950.00) plus any applicable taxes (the "Contract Price"). Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable taxes, customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, City. agrees to pay Contractor the sum set forth in Paragraph 4.01 of this Agreement on completion of Work and within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Such invoice shall include, but not be limited to, the identification of hours worked for each individual and their corresponding billable rate as reflected on the attached Schedule of Charges. Such detail shall be provided by Task as identified in Exhibit A. 4.04. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with Section 4.03 and City requirements, by the fifteenth 0 5t') of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. The City's approval of the invoice shall not be unreasonably withheld. If a portion of the invoice is in dispute, the undisputed portion shall be paid within thirty (30) days of receipt. 4.05. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.06. City shall not be liable to Contractor for any expenses paid or incurred by Contractor, except for those expenses identified in the Proposal. Expenses may Page 6 of 18 only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.07. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 3.03 and 3.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.04. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. 7 of 18 5.05. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Professional Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverages or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shalt 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. Contractor 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. 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City Page 8 of 18 premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 5.09. To the fullest extent permitted by law, Contractor 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 attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. 5.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 9of18 5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. City shall indemnify, defend, protect and hold Contractor and its officers, agents and employees, free and harmless from and against claims, demands, losses, damages, liabilities, fines, charges, penalties, orders, judgments and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and costs of defense arising out of the City's negligent performance of obligations under this Agreement. 5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 5.15. At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party may notify the other in writing of the identity of such persons from time to time. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. During the course of Work being performed, Contractor and any of its Page 10 of 18 subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.19. Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Treatment of Confidential and Proprietary Information 5.20. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.21. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor 11 of 18 hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 5.22. Except as expressly permitted by prior written consent of the City, Contractor 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. Contractor 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 Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 5.23. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.24. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.25. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 5.26. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the - environment. Contractor shall not discriminate against any employee or any Page 12 of 18 applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.27. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.28. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.28 and 5.29 of the Agreement. Progress Reports 5.29. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 5.30 Contractor shall possess all appropriate licenses for the duration of this Agreement. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives a final report of the Power System Analysis, evaluations and recommendations necessary for improvements and cost estimates for the recommended improvements, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by 13 of 18 Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. if Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specked in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shalt not be entitled to damages for loss of profits for the Page 14 of 18 unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3`d) day after mailing, whichever occurs first. Contractor - Power Engineers, Inc. Attn: Vernon F. Padaca 3940 Glenbrook Drive P.O. Box 1066 Hailey, ID 83333 Fax: 208-788-3456 Telephone: 208-788-2082 City - City of Vernon Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 7.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 15 of 18 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties; or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a Page 16 of 18 decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shallexercise due diligence to remove such inability with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. 17 of 18 7.10. City reserves the right to award similar contracts to multiple contractors to ensure. the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , California, on City: City of Vernon ame: Leonis C%Walburg, ayor Date: 0 Bruce,V.,Malkenhorst, Jr., Acting City Clerk APPROVED AS TO FORM: Eric . Fres , ity A orney Contractor: Power Engineers, Inc Z— Name: Title: rn��_ f11aArT6�= Date: 2 " 16 - o c- Name: Title: Date: Page 18 of 18