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Resolution No. 8985I RESOLUTION NO. 8985 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF 4 A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND R. W. BECK, INC. RELATING TO AN 5 ASSESSMENT OF THE VERNON ELECTRIC DISTRIBUTION SYSTEM 6 7 WHEREAS, the City of Vernon needs the services of a 8 contractor to perform a comprehensive assessment of the City of 9 Vernon's current electric distribution system condition, 10 configuration, future system infrastructure requirements, engineering 11 and operations organization, tools and procedures for the preparation 12 of a 10-Year Electric Distribution System Master Plan addressing 13 critical infrastructure improvements, expansion issues and 14 comprehensive condition assessment of distribution facilities, 15 construction standards and operation, testing, maintenance procedures 16 and documentation of results, recommendations for implementation and 17 for the preparation of a 5-Year Electric System Capital Improvement 18 Plan and such other analyses and evaluations required to ensure the 19 future delivery of reliable, safe and cost -competitive supply of 20 energy to the customers in the City (collectively, the "Master Plan 21 Services"); and 22 WHEREAS, on November 8, 2005, the Finance Committee section 23 of the City Council of the City of Vernon adopted Resolution No. FI- 24 265 approving a Request for Proposal for Electric Distribution System 25 Master Plan ("RFP"); and 26 WHEREAS, the RFP was sent and responses were received from 27 R. W. Beck, Commonwealth Associates and Power Engineers, all of which 28 were reviewed and evaluated by the Light & Power Department; and I WHEREAS, the Light & Power Department deemed R. W. Beck, 2 Inc. ("Beck") to be the lowest responsible qualified vendor submitting 3 a proposal; and 4 WHEREAS, on January 24, 2006, the Finance Committee section 5 of the City Council of the City of Vernon accepted the proposal of 6 Beck for the Master Plan Services. 7 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 8 CITY OF VERNON AS FOLLOWS: 9 SECTION 1: The City Council of the City of Vernon hereby 10 finds and determines that the recitals contained hereinabove are true 11 and correct. 12 SECTION 2: The City Council of the City of Vernon hereby 13 approves the Services Agreement, a copy of which is attached hereto 14 as Exhibit A and incorporated by reference. 15 SECTION 3: The City Council of the City of Vernon hereby 16 authorizes the Mayor to execute said Agreement for, and on behalf of, 17 the City of Vernon and the Acting City Clerk is hereby authorized to 18 attest thereto. 19 SECTION 4: The City Council of the City of Vernon hereby 20 directs the Acting City Clerk, or his designee, to send one fully 21 executed Agreement to: 22 R. W. Beck, Inc. Attn. Steven S. Rupp, Senior Director 23 2720 Gateway Oaks Drive, Suite 310 24 Sacramento, CA 95833 25 26 27 28 - 2 - SECTION 5: 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 22nd day of March, 2006. ATTEST. n_ BRUCE V. MYLKENHORST, JR. Actin4,CVy Clerk EONIS C. BURG, Mayor - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27' 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, JR., Acting City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8985, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, March 22, 2006, and thereafter was d ly signed by the Mayor of the City of Vernon. (SEAL) BRqCE Val MALKENHORST, JR. Ac in City Clerk - 4 - EXHIBIT 0 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 March, 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 R.W. BECK, INC., an independent contractor, hereinafter referred to as the "Contractor" 1001 Fourth Avenue, Suite 2500 Seattle, WA 98154-1004 RECITALS WHEREAS, the City has determined that it needs to retain the services of an independent contractor to perform a comprehensive assessment of the City of Vernon's current electric distribution system condition, configuration, future system infrastructure requirements, engineering and operations organization, tools and procedures for the preparation of a Ten -Year Electric Distribution System Master Plan addressing critical infrastructure improvements, expansion issues and comprehensive condition assessment of distribution facilities, construction standards and operation, testing, maintenance procedures and documentation of results, recommendations for implementation and for the preparation of a Five -Year Electric System Capital Improvement Plan and such other analyses and evaluations required to ensure the future delivery of reliable, safe and cost -competitive supply of energy to the customers in the City (collectively, the "Master Plan Services"); and WHEREAS, Contractor has prepared a proposal dated December 21, 2005, for the Master Plan Services relating to Phases I and 11, 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 Master Plan 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 Page 1 of 21 WHEREAS, the City desires to enter into an agreement with Contractor to provide the Master Plan Services on a contract basis as defined in the terms and 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 all final reports and plans, 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 R. W. Beck, 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. Page 2 of 21 G. "Premises" shall mean the physical premises under City's control or 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, at City's expense 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. "Request for Proposal" or "RFP" shall mean the Electric Distribution System Master Plan Request for Proposal, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. J. "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. 3 of 21 K. "Work" or "Master Plan Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services: Phase I 3.01. Contractor agrees to perform a rapid assessment of City's electric distribution system for the preparation of a draft master plan identifying key infrastructure, organizational and procedural issues and the preparation of a 5-year capital improvement plan as more specifically detailed in the Proposal. Phase I shall include, but will not be limited to, the following tasks: A. Project Management consisting of project schedule and status reports, meetings and data collection; B. Electric Demand Forecast consisting of review of system forecast and substationtfeeder demand projections; C. Reliabilily consisting of a 5-day rapid assessment, evaluate system expansion to meet growth, investigate problem areas, assess reliability, capability and general condition; D. Key Analyses and Evaluations consisting of overview assessment of existing facilities, seismic vulnerability assessment, planning criteria for expansion and upgrades, real property needs assessment and recommendation for capital improvement plan; E. Improvement Program consisting of defining improvements for 5-year FY2007-FY2011 capital improvement plan and establish budgets for 5- year FY2007-FY2011 capital improvement plan; and F. Master Plan Final Report consisting of a 5-year FY2007-FY2011 Capital Improvement Plan budget and draft Master Plan. Specific Services: Phase II 3.02. Contractor agrees to conduct a comprehensive condition assessment of City's electric distribution system, prepare a distribution system engineering model and conduct detailed studies to clarify required system improvements, provide a final master plan and draft capital improvement plan for FY2008 based on the draft master plan and comprehensive reviews of distribution system infrastructure, and engineering, operations and maintenance standards and procedures and prepare Page 4 of 21 a report documenting the recommended actions and capital improvements as more specifically detailed in the Proposal. Phase 11 shall include, but will not be limited to, the following tasks: A. Project Management consisting of project schedule and status reports, meetings and data collection; " B. Reliabili consisting of a comprehensive condition assessment, development of load flow model and conduct analyses, establish sustainable reliability benchmarks, evaluate maintenance and testimony processes and practices, evaluate pole and vault inspection programs and evaluate construction standards; C. Key Analyses and Evaluations consisting of model/cost upgrade scenarios, economic analysis of alternatives, capacitor placement study, power quality program review, equipment standardization, risk management analyses, safety reporting structure and distribution automation; D. Improvement Prouram consisting of defining improvements for 5-year FY2008 Capital Improvement Plan and establish budgets for 5-year FY2008 Capital Improvement Plan; and E. Master Plan Final Report consisting of a comprehe0sive 10-year Master Plan, draft 5-year FY2008-FY2012 Capital Improvement Plan and updated 5-year FY2007 Capital Improvement Plan. 3.03. Contractor shall be responsible for providing all the necessary reports pursuant to the schedule contained in the Proposal. 3.04. Contractor shall perform all labor, work, or other operations required by fulfillment of this Agreement, including tools and equipment, more specifically detailed in the Proposal and in the "Scope of Work" contained in the Request for Proposal attached hereto as Exhibit B. Change of Services 3.05. City may at any time, by written change order executed by the Director of Light & Power, 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. 3.06. 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 C attached hereto and incorporated by reference. 5 of 21 Timing of Services 3.07. Contractor's Master Plan 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 all final reports and plans, in a form acceptable to the City, 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. 3.08. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Master Plan Services under this Agreement only after notification by the City. Method of Performing Services 3.09. Contractor will determine and is responsible for the method, details, and means of performing the above -described Master Plan Services. Status of Contractor 3.10. 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 Master Plan Services and methods by which the Master Plan Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.11. 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 3.12. 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 Master Plan 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.' Page 6 of 21 3.13. 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 Master Plan Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.14. 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 Phase I of Master Plan Services to be performed by Contractor, described in Paragraph 3.01, City agrees to pay Contractor the not to exceed amount of One Hundred Ten Thousand and no/100 Dollars ($110,000.00) ("Contract Price for Phase 1"). 4.02. In consideration for the Phase II of the Master Plan Services to be performed by Contractor, described in Paragraph 3.02, City agrees to pay Contractor the not to exceed amount of One Hundred Sixty Thousand and no/100 Dollars ($160,000.00) ("Contract Price for Phase II"). Entire Compensation 4.03. The total Contract Price for Phase I and Phase II is the not to exceed amount of Two Hundred Seventy Thousand and no/100 Dollars ($270,000.00) (collectively, the "Contract Price") and is the full and complete compensation, and constitutes the entire compensation due Contractor for the Master Plan Services and any and all of Contractor's obligations hereunder. 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 4.04. For Master Plan Services rendered under Section 3 of this Agreement, City agrees to pay Contractor the sums set forth in Paragraphs 4.01 and 4.02 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 Invoices shall include, but not be limited to, the identification of hours worked for 7 of 21 each individual and their corresponding billable rate as reflected on the attached Proposal. Such detail shall be provided by Task as identified in Exhibit A. 4.05. For Master Plan 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 Master Plan Services, prepared in accordance with Section 4.03 and City requirements, by the fifteenth (15t') 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. 4.06. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.07. 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 only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.08. 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 3.05 and 3.06 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. 5.02. Contractor is responsible for damage resulting from performing the Master Plan Services. Page 8 of 21 5.03. Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City. Products of Consulting 5.04. All documents prepared by Contractor under this Agreement ("Work Products") shall be the property of City; provided, however, (a) Contractor is granted an unrestricted license to retain copies and use all Work Products, (b) City's use shall be limited to the intended use for which the Work Products are provided under this Agreement and (c) Contractor shall retain ownership of its intellectual property including the procedures, processes, internal resources, tools and other means used by Contractor to prepare the Work Products. Further, if City releases the Work Products to a third party without Contractor's prior written consent, or changes or uses the Work Products other than as intended hereunder, City does so at its sole risk and discretion and Contractor shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. Liability Insurance 5.05. 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. 5.06. 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. 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates of insurance evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08. Contractor shall require 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 9 of 21 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. 5.09. 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. 5.10. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Master Plan 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 5.11. 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, Page 10 of 21 settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, to the extent caused by 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. 5.12. 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. 5.13. Contractor represents that it has the qualifications and skills necessary to perform the Master Plan Services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Master Plan 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. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Master Plan Services under this Agreement, but at all times shall be responsible for the Master Plan Services of such personnel. 5.14. 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 Master Plan Services to be performed under this Agreement. 5.15. 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 to the extent of any negligent or intentional acts or omissions by Contractor, it subcontractors, 11 of21 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. 5.16. 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 which consent will not be unreasonably withheld. 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. 5.17. 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. 5.18. No employee of Contractor shall have individual liability to City. To the extent permitted by law, the total liability of Contractor, its officers, directors, shareholders, employees and subcontractors for any and all claims arising out of this Agreement, including attorneys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the revenue received by Contractor under this Agreement or one hundred fifty thousand dollars (U.S. $150,000.00), whichever is greater. 5.19. In no event and under no circumstances shall Contractor be liable to City for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non - operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. Work Injury 5.20. 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 Page 12 of 21 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 5.21. During the course of Work being performed, Contractor and any of its 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 5.22. 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. Indemnity Process 5.23. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonable satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with. counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole 13 of 21 discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.24. For five (5) 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. 5.25. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor 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. Contractor may keep one copy for its legal records. 5.26. Except as expressly permitted by prior written consent of the City and pursuant to section 2.01 H above, 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. Contractor may keep one copy for its legal records. 5.27. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Master Plan 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. Page 14 of 21 5.28. 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 5.29. 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 applicant for employment for reasons of race, color, creed,, religion, sex, sexual preference, age or national origin. 5.30. 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. 5.31. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.32. Contractor shallmeetwith City staff, upon City's request, or as needed, in order to provide reports or information concerning the Master Plan Services being performed by Contractor under this Agreement. Contractor's License Classification 5.33. 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 all final reports and plans, 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. 15 of 21 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 Master Plan Services performed prior to the date of delivery of the termination notice, plus compensation for (1) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily Incurred by 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 Master Plan Services specified in Section 3 of this Agreement; or Page 16 of 21 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 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 — R.W. Beck, Inc. City - City of Vernon Attn: Steven S. Rupp Attn: Bruce V. Malkenhorst, Jr. Senior Director Acting City Clerk 2720 Gateway Oaks Drive, Ste. 310 4305 Santa Fe Avenue Sacramento, CA 95833 Vernon, CA 90058 Fax: 916-929-1710 Telephone: 916-614-8246 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 With a copy (not constituting Notice) to: R.W. Beck, Inc. Attn: Lin Ross 1001 Fourth Avenue, Suite 2500 Seattle, WA 98154-1004 Fax: 206-695-4760 17 of 21 Entire Agreement of the Parties 7.02. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of Master Plan Services by Contractor for City with respect to the subject matter of the Agreement 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 Master Plan 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. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A, B and C, 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 Page 18 of 21 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 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. 19 of 21 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 20 of 21 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: R. W. Beck, Inc. Name: Title: Date: Name: Title: Date: 21 of 21 Y s E�IBIT A Electric Distribution System Master Plan City of Vernon Light and Power Department December 21, 2005 M Mr. Samuel W. Grossman, P.E. Engineering Manager M City of Vernon 4305 Santa Fe Avenue V Vernon, California 90058-0805 Subject: Proposal for Electric Distribution System Master Plan Dear Mr. Grossman: R. W. Beck, Inc. is pleased to submit the enclosed proposal to provide comprehensive Electric Distribution System Master Plan services to the City of Vernon. As you will see from this proposal, our team is uniquely qualified to provide the full depth and breadth of services as outlined in your Request for Proposals. In developing the enclosed proposal we have combined knowledge gained from our experience in working for the City, our industry expertise, as well as your objectives as described in the request for proposal and based on recent conversations with City of Vernon staff, to identify the key strategies that we believe are fundamental to meeting your objectives for this project. Our approach addresses the City's need for a comprehensive Master Plan, which will take approximately six months to prepare and, through a phased approach, provides the necessary input for the FY2007 Capital Improvement Plan by April 1, 2006. The proposal document is organized to be consistent with the format outlined in your RFR As requested, the Executive Summary in Section I highlights the key attributes of our team and the approach we would bring to the City of Vernon if selected for this engagement. We value the successful working relationship we have with the City of Vernon and look forward to working with you on this assignment. Please contact me at 916.614.8246 or srupp@rwbeck.com if you require additional information or clarification related to our proposal. Sincerely, R. W. BECK, INC. Steven S. Rupp Senior Director - - - _---- - -- .._...._._....._.__._. -- -- -- -- . _............ _... _... _._..-- -- - -- ---- --- 2710 i;alrN+aN Oak. Drier. Suite W South Sarrat11Ct11U. C':195s;., Phone (()I (I) C)29-.1653 Fax 016) 929-1710 TABLE OF CONTENTS Cover Letter SECTION ExecutiveSummary ..............................................................................................1 Firm and Team Qualifications...............................................................................2 Project Approach and Scope of Work...................................................................3 ProjectCost and Schedule...................................................................................4 Exceptions............................................................................................................5 APPENDIX Resumes of Key Project Staff...............................................................................A 0 Copyright 2005, R. W. Beck, Inc., All Rights Reserved The Right Team at the Right Time R. W. Beck will provide the City of Vernon a comprehensive Electric Distribution System Master Plan that offers a range of solutions for the City of Vernon to use to achieve its long term vision for its electric utility. While developing a comprehensive Master Plan will take approximately six months, our proposed approach provides for input to the FY2007 CIP by April 1, 2006 without compromising the comprehensive analysis required for a complete Master Plan. This will ensure the future delivery of a reliable, safe and cost -competitive supply of energy to the customers in the city. We understand the uniqueness of the City of Vernon electric system and have tailored an approach that reflects the industrial nature of the City. This industrial nature requires a very different perspective on system reliability where even a momentary outage can create havoc on the business operations of Vernon's customers. Absent the diversity that other utilities enjoy, cost -efficiency becomes paramount to ensuring the most competitively priced rates for the tremendous volume of energy consumed by large industrial customers. And, since an up -tick in electricity costs has a direct impact on the profitability of the industrial customer, maintaining a low cost of electricity supply is paramount to Vernon's success in a competitive environment. Predictability of energy costs is another very important characteristic of a largely industrial customer -base. Knowing with certainty the cost of energy allows the industrial customer to plan its business, manage its costs and maximize its profitability. Many important elements must come together to meet the business and performance objectives of City of Vernon's electric distribution system. For Vernon, a Master Plan must identify the issues to focus on to maintain reliability including primarily the configuration of the system, the condition of the infrastructure and the capacity to serve load. The Master Plan must also provide a range of solutions to address a range of operating circumstances whether it is an increase in customer demand, a downturn in system reliability or a sluggish economy. First and foremost is assembling a team that has the necessary experience, knowledge and technical skills to help the City of Vernon move forward with the Capital Improvement Plan (CIP) and Master Plan for the Electric System. R. W. Beck has the precise experience needed, and we are committed to achieve the City of Vernon's vision for a master plan that will act as a road map and guide for the Vernon Light and Power Department. SECTION 1 EXECUTIVE SUMMARY Our team will use "lessons leaned" from our extensive experience with similar projects to ensure the most expeditious and cost-effective plane ng for the City of Vernon. A SECTION 1 The Right Experience to beet the City of Vernon's Needs R. W. Beck provides the City of Vernon with continuity and a fresh perspective. The City of Vernon will recognize familiar names and faces as well as new names and faces, each of whom has been hand picked to maximize our responsiveness to your needs. Our key personnel offer a unique combination of local experience and national perspective that will greatly benefit the City of Vernon. Our client manager, Steven Rupp, will be responsible for coordinating the overall project and will be the point -of -contact with the City of Vernon. Project manager, Joni Batson, will perform day to day activities in managing and coordinating the project, reviewing the deliverables and developing the Master Plan. Steve, Joni and other designated team members have worked together successfully to provide comprehensive Master Plans for the cities of Pasadena, Azusa and Banning in the past year. They will assemble a project team with specific expertise in each of the elements of work necessary to provide a comprehensive capital improvement plan. Brief descriptions of the roles of the key personnel are presented in Section 2 and resumes for lead team members are located in Appendix A. C" t wn"aa" a rd*An*s* Gwxd P Skeeta++PP pmlect MenMemmt ate t Rm Dwelopnent J019a*w, PE Caididon, Scams SOM* Substatim & Distribution FWW a OW AaesanKA vulner Eft 3 SUbdWW Protection Assessment a DhWbudw Gat Skudure Review Assessment r Kob AU19n. PE. Abelr Fnyrrm P.E. Lowwl Vk" Tiww L&%M PE .lamer Byw" PE Adam Ste►Aenson Our Proven, Experienced Team is Ready to Deliver a Superior Project R. W. Beck has combined knowledge gained from years of experience working for the City of Vernon and other cities in California and across the nation. Our industry expertise, along with our understanding of your objectives, allows us to identify the areas that we believe are fundamental to success of this project: ■ Vision: City of Vernon is committed to providing a reliable, safe, efficient, and competitively priced supply of electricity to its customers well into the 21' Century. ■ Strategy: A comprehensive strategy is needed by the City of Vernon to address the scope, cost, and timing of critical infrastructure issues including increase of capacity and programs to address increasingly stringent safety and reliability requirements. 1-2 EXECUTIVE SUMMARY i� Action: A comprehensive Ten Year Electric Distribution System Master Plan will provide the definitive year -by -year actions for achieving the City of Vernon's vision by surfacing the detailed technical challenges it faces, identifying appropriate projects and staffing to develop and manage the improvements and provide an electric system infrastructure than can provide into the future the quality service that the City of Vernon has enjoyed for many years. Our approach, which is based on our understanding of your vision and goals, offers unmatched benefits to the City of Vernon by providing key strategies in a two -phased approach, as shown below. The objective of the two-phase approach is to address the near -term deadline for input to the FY2007 CIP budget process and to ensure the comprehensive analysis that a long-term master plan requires. Strategic Approach for Phase I Conduct a rapid assessment of the City of Vernon's current electric distribution system condition and future challenges to establish a sound starting point for master plan and CIP budget development Develop a draft Master Plan on a compressed schedule that establishes the overall direction and will address issues required for input to the FY07 capital budgeting process Prepare a detailed project implementation plan that addresses the most important planning issues earliest in the plan development and identifies 5-year CIP budget requirements by April 1, 2006 Strategic Approach for Phase II Comprehensive system assessment to conduct a more detailed review of the City of Vernon's electric distribution system infrastructure and the engineering and operations organizations' tools and procedures ■ Detailed Studies clarify required system improvements and provide more detailed descriptions of the distribution upgrade projects in the five year CIP, as well as a plan for going forward an additional five years ■ Provide a final Electric Distribution System Master Plan and Draft CEP for FY2008 setting the course for the future of the utility. R. W. Beck's Goal and Long -Term Vision for the City of Vernon One of our over -arching approaches to the development of the Master Plan is to provide the City of Vernon staff with a framework that enables them to develop a sustainable planning function under which the staff can review system performance requirements, evaluate system capability, and identify needed improvements to effectively manage the CIP on a going -forward basis. The Master Plan that we develop through close integration with City staff will focus on strategies to achieve the technical requirements to meet the City of Vernon's long term vision. Our proposed team of professionals has repeatedly and successfully provided comprehensive Electric Distribution System Master Planning and Capital Improvement Planning similar to the services needed for the City of Vernon's distribution system. We recognize the City of Vernon requires a qualified team to help its staff prepare an Electric Distribution System Master Plan that will define and implement an effective long-term electric system Capital Improvement Program. R. W. Beck, Inc. 1-3 SECTION 1 The R. W. Beck team committed to your project brings the project management experience, electric system planning skills, financial planning experience, strategic vision, and familiarity with the City of Vernon's electric system to develop a strategically -oriented Electric Distribution System Master Plan. Our team has worked collaboratively on similar projects with proven successes, which are represented in Section 2 of this proposal. 14 Team Integrates Management and Technical Expertise The City of Vernon requires a qualified team to assist its staff in preparing an Electric Distribution System Master Plan (Master Plan) that will define and implement an effeptive long-term electric system Capital Improvement Program. R. W. Beck's team is committed to this project, bringing the project management experience, electric system planning skills, critical thinking, strategic vision, and familiarity with the City of Vernon to develop a strategically oriented Master Plan. The key members of our proposed project team span from east coast to the west, offering a seamless project execution approach to the City of Vernon. Many members of your designated team have worked together on key Master Plan projects in California. Collectively, these leaders, along with the rest of their team, will apply their invaluable experience to the success of the City of Vernon's Master Plan. Shown in the following table are key team members, along with their roles and the estimated percentage of time each will dedicate to this project versus the total number of hours available for the duration of the project. Additionally, the office locations and roles of the personnel key to your project are described in the following pages, along with our team's record of performance on similar recent projects, grove nupp Client Management & Risk Analysis 5% Client Manager Joni Batson, PE Project Management & Master Plan 35% Project Manager Development Keith Mull, PE Distribution Modeling & Analysis 10% Sr. Distribution Engineer Marek Prrywwa, pE Field Assessment 25% Field Engineer Lowell Wessel Condition, Standards & O&M Assessment 30% Sr. Field Technician & Distribution Cost Estimates Theresa Lawson, PE Seismic Vulnerability & Structure Review 10% Sr. Civil Engineer James Owl, PE Engineering Assessment & Substation t0% Sr. Substation Engineer Cost Estimates Adam Stevenson Substation & Protection Assessment 20% Substation Tech. Designer 2-1 SECTION 2 FIRM AND TEAM QUALIFICATIONS The team dedicatecl to your project will work collabora- tively with the City of Ver rion to develop a useful Master Plan that the On, of Vernon staff can implement. SECTION 2 Project Team Applies Individual and Joint Experience The above -mentioned key project team members will draw supon port ci f from a company -wide team of 500 their particular technical expertise and planning experience in So thernrocttea California was selected provide the si y of Vernon with the best resources the firm has to offer. Each member will participate in either an on -site meeting or client meeting hosted at one of our offices. Below are brief qualifications of the personnel who are key in conducting the Master Plan. Detailed resumes outlining relevant experience have also been included as Appendix A of this proposal. Steve Rupp Client Manager Mr. Rupp will serve as the client manager between R. W. Beck and the City. He has 20 years of experience in the electric utility industry, including planning, engineering, construction, and operations and maintenance, primarily in California. Mr. Rupp has served as client/project manager and principal investigator on a wide range of planning projects, including the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning; Electric Distribution System Study for the City of Azusa; developing new planning policies and procedures for the Imperial Irrigation District; preparing a comprehensive transmission plan for new renewable resources for the San Diego Gas and Electric Company; investigating transmission interconnection solutions for the Adelanto-Lugo Transmission for the City of Anaheim; n P developing a re -engineering strategy for SMUD's Energy Operations Division; and conducting a detailed organizational and manpower assessment for Imperial Irrigation District's Power System Division. Mr. Rupp's excellent working relationship with several Southern California municipal electric utilities within close proximity to the City of Vernon, - along with his project management capabilities, engineering experience, and familiarity with the City of Vernon's electric system, make him ideally suited to act as a liaison between the City's staff and the R. W. Beck team on this project. Joni Batson, P.E. Project Manager Ms. Batson, bringing the City of Vernon more than 25 years of experience, provides project management services related to electric distribution for utilities specificallytateg includes load flow model analysis and long-range transmission land distribution istsystem California. planningexpertise des gu to determine utilities' needs for transmission, substation, and distribution facilities under normal, projected, and contingency conditions. In her years of experience in the Nashville, Tennessee office, Ms. Batson has performed distribution and transmission system planning for satisfied clients, including those in California. Her specific experience in this area includes the recent Electric Distribution System Master Plan for Pasadena Water and Power De Master Plan for the City of Electric Distribution System Study for the City of Azusa. ment; Electric mDrawing from her experience xperiena at R.nWg' and along with her previous 16 years of experience with Nashville Electric Service, the eighth largest municipal electric system in the country, Ms. Batson will serve as the proj Distribution System Master Plan. ect manager for the Electric 2-2 FIRM AND TEAM QUALIFICATIONS Keith Mullen, Jr., P.E. Distribution Engineer In his 14 years with R. W. Beck, Mr. Mullen has gained unparalleled experience, not only in planning with numerous utilities, but specifically with master plans in California. He will apply his long-range electrical distribution and transmission system modeling and planning experience to develop a plan with utility Capital Improvement Programs in mind to use for budgeting, financing, and implementation of the programs. Mr. Mullen applies engineering models and uses various programs to develop solutions that address system expansion plans to serve projected growth, alleviate day to day operating problems and j coordination issues, and provide a more functional system. Mr. Mullen has extensive experience developing load/customer forecasting and preparing cost estimates and funding requirements for facilities to serve projected customers. Like many others on this project team, Mr. Mullen has been involved with projects like the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning; and Electric Distribution System Study for the City of Azusa. From his office location in Nashville, Tennessee, Mr. Mullen will provide the City of Vernon the assistance needed in distribution modeling and analysis. Marek Przywara, P.E. Field Engineer Based in Tustin, California, Mr. Przywara will serve as the field engineer for the Electric Distribution System Master Plan project using his proximity to the City for data collection, condition assessment, and on -site coordination. He brings 25 years of experience including conceptual and detailed designs, generation/distribution, energy and power analysis, vulnerability/risk assessment, systems integration, development of specific costs and operational details, preparation of specifications, permitting support, construction phase services, and facilities testing. Mr. Przywara has been involved with numerous power projects, including the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning; Electric Distribution System Study for the City of Azusa; City of Riverside substation design; City of San Diego pump station design; and SEA-TAC airport electric distribution system design. Lowell Wessel Cost Estimating As a Senior Consultant with R. W. Beck, Mr. Wessel provides distribution design, inspection, inventory, and mapping services for electrical facilities. Located in Brownsville, Indiana, he has an extensive background in electric utility operations, engineering, and management. Prior to joining R. W. Beck, Mr. Wessel held various positions during his 45-year career with Jackson County REMC, including groundman, member services staff, and engineer. He ultimately held the post of Operations and Engineering Manager, responsible for design, construction, operation, and maintenance of Jackson County REMC's electrical distribution system. Mr. Wessel, like many others on the team designated for the City of Vernon's Electric Distribution System Master Plan, was involved in similar services for Pasadena Water and Power Department and the City of Banning. R. W. Beck, Inc. 2.3 SECTION 2 ro James Byerey, P.E. Senior Substation Engineer As a Principal Engineer with R. W. Beck, Mr. Byerley offers clients over 40 years of invaluable --" experience and knowledge in engineering design, technical evaluation for utilities, and employee and "" facility management. Located in our Nashville, Tennessee office, Mr. Byerley's diverse range of experience in working with utilities allows him to critically examine all aspects of a utility's operations., His responsibilities include line routing, siting, engineering design, procurement, and project management of substation projects from 46 kV through 500 kV and for transmission and distribution projects from 13 kV through 500 kV. Theresa Lawson, P.E. Civil Engineer Ms. Lawson is a civil/structural engineer with experience in the design, construction, and project C management of substations and transmission lines. Her professional experience includes site selection C studies, line routing, conceptual designs, permitting and construction designs, preparation of specifications, preparation of spill control and countermeasure plans, and preparation of budgets and C construction cost estimates. Ms. Lawson's experience also includes construction bid document preparation, construction bid evaluation, and construction management. As a project manager, she has C been responsible for budget, project schedule, permitting, design, and construction of projects. C From R. W. Beck's Seattle, Washington office, Ms. Lawson will provide the City of Vernon with seismic vulnerability assessment and structure review necessary in building the Electric Distribution System C Master Plan. She brings experience in working on similar projects such as the City of Pasadena's Electric Distribution System Master Plan. C Adam Stevenson C Substation Technical Designer C Mr. Stevenson is a substation designer with R. W. Beck who brings to the City of Vernon a broad knowledge of substation control system design. He provides invaluable input to the projects he manages. C He has prepared one -line diagrams, control schematics, relay panel, plan, and section drawings, site C arrangements, 3-D substation models, electrical equipment plans and sections, foundation plans and details, circuit and material lists, grounding plans, conduit plans, connection diagrams, shielding plans, site grading plans, and control building layouts. Prior to joining R. W. Beck's Nashville, Tennessee office, Mr. Stevenson had three years of experience in ic substation control systems design and manufacturing with Clark Control Systems. Working as a Project C Manager he coordinated the design, scheduling, and construction of projects. Mr. Stevenson has a comprehensive knowledge of various protection schemes and philosophies used throughout the electrical Ic system today, and will provide the substation -related expertise needed in conducting the City's Electric Distribution System Master Plan. 1C Ic ]C 2-4 tic i; FIRM AND TEAM QUALIFICATIONS Project Team Will Apply Past Experience to Master Plan R. W. Beck has previous experience in providing the City of Vernon with a detailed analysis of a 7 kV and 16 kV electrical distribution system, for which we prepared alternative plans for a substation expansion. -Our staff performed field reviews and oversaw the development of planning criteria, application of load forecasts, analysis of alternative plans, and preparation of cost estimates. The alternative plans reviewed the feasibility of constructing a new electrical substation compared to the expansion of two existing substations during three phases of development. Since providing these services to the City of Vernon over ten years ago, R. W. Beck has gained unmatched expertise related to electric distribution master planning. Our clients' satisfaction with recent similar projects is a testament of our qualifications and commitment to service. Electric Distribution System Master Plan City of Pasadena, California The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Contact: Mr. Joe Awad, Director of Power Delivery Engineering and Construction Management Phone: 626.744.4157 Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WindMil® program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configuration. Along with preparing an estimate of capital improvement projects and proposed a viable sequence construction timeline for a 10- R. W. Beck, Inc. 2-5 � 3 1 SECTION 2 year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Contact. Mr. Federico G. Langit, Jr., RE, Senior Electrical Engineer Phone: 626.812.5213 Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Contact. Mr. Jim Earhart, Electric Utility Director Phone: 951.922.3260 Comprehensive Reliability Initiative Nashville Electric Service, Tennessee In conducting a Comprehensive Reliability Initiative for Nashville Electric Service (NES), R. W. Beck identified and assessed reliability issues for this utility. In doing so, our project team used a "Systems Thinking" approach, constructing a conceptual system model and soliciting customer input. We also interviewed focus groups of selected NES managers and employees. R. W. Beck conducted a system -wide operation and facility assessment of NES' current performance and capability in the areas of employee culture and communications; information systems; reliability information including SAIDI and CAIDI and use of information; age of infrastructure; 4 kV conversion program; infrastructure development; tree trimming; equipment and line maintenance; and operations. In addition to developing a program plan, we explored the more complex reliability issues and recommendations and suggested methodology for impact analyses of the initiative on revenue requirements and pricing. Our services resulted in the identification of important and complex issues that involve difficult long- term consequences,. along with plans to achieve higher levels of measured service reliability and customer satisfaction. We also provided recommendations to systematically improve NES' capability to consistently deliver reliable power. Contact. Mr. Paul Allen, Vice President of Engineering and Operations Phone: 615.747.39P1 2-6 FIRM AND TEAM QUALIFICATIONS :n Electric System Modernization City of Riverside, California Under a multi -year, multi -task contract, R. W. Beck provides organizing, planning and engineering M services to the City of Riverside in the implementation of its electric system modernization/capital improvement program. Riverside is implementing a strategy of self sufficiency under which it is increasing reliability by upgrading its relay protection and control systems, reconfiguring its substations and constructing new generating resources to ensure a reliable energy supply to its customers. R. W. Beck is currently managing and implementing multiple systems upgrade projects to assist the City in meeting aggressive deadlines. Contact: Mr. Stephen H. Badgett, Assistant Director, Riverside Public Utilities i Phone: 909.826.5504 Long -Range Power System Plan Brownsville Public Utilities Board, Texas Brownsville Public Utilities Board (BPUB) retained R. W. Beck to prepare an electric system long range ! plan. R. W. Beck met with the client to gain a thorough understanding of needs, concerns, and problem areas, and to develop design criteria. Our project team prepared load flow, voltage drop and short circuit analysis of the distribution transmission systems at existing loads, and two additional load levels. Each substation's age, conditions and capacity for the projected load levels were evaluated. Based on the requirements identified in the analysis, R. W. Beck prepared base case system plans and exploratory plans, including upgrade of the transmission voltage. After discussing and reviewing the plans with BPUB, we presented the results in a system planning guide report to the BPUB. The plan provided the client with long-term plan for upgrading transmission and substations, justification for sharing transmission costs through ERCOT, and the involvement of BPUB staff and Board in selecting the preferred expansion plan and associated CER Contact: Mr. James McCann, Director of Electric Engineering Phone: 956.983.6204 Transmission and Reliability Planning Study City of Vero Beach, Florida R. W. Beck prepared a Transmission Study for Vero Beach that recommended a preferred 10-year construction plan for the transmission, substation, and distribution systems. This study required an analysis of load two to three times greater than the existing native load. The City selected an ultimate planning load of 395 MW to support its 29,619 residential, commercial, and industrial customers. R. W. Beck performed load flow and voltage drop analysis at the projected load to determine what upgrade to the existing system would be required. Based on the results, R.W. Beck developed a Base Case with the assumption that all existing transformer capacity is in service, and any required additional substation capacity would be located at existing substations. In addition R. W. Beck developed seven alternatives considering new substations or transmission lines or transmission voltage conversions. After identification of a preferred transmission plan, R. W. Beck performed additional analysis to investigate three generation scenarios. R. W. Beck, Inc. 2 7 SECTION 2 R. W. Beck also provided planning engineers for the City to proceed with several major transmission and substation projects recommended in the Transmission and Reliability Study. Contact: Mr. Joe DeMarzo, Manager of Electrical Engineering Phone. 772.978.5460 Insurance Coverage R. W. Beck has provided on the next page, as requested in the City of Vernon's Request for Proposals, a copy of our certificate of liability insurance coverage and information. 2-8 FIRM AND TEAM QUALIFICATIONS Cftnw. um ACORD., CERTIFICATE OF LIABILITY INSURANCEPNOWJM seaule Office c Arlo As A fIiATTpt f7F TION ABD InaLIfallOa j Fkanolal SafYfOOa iNf# topm TOOOOfl NOTAMBNO, off OR 601 Union stowsuit 3319 AI. 1NaAFlpolro�p BY Tlfs R01.NCIffs sftow. saaf#b, WA 09101 WHOM MfsIIRRRs WIC 8 R.W. 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Beck proposes to provide a 10-Year Electric Distribution System Master Plan (Master Plan) and a 5-Year Electric System Capital Improvement Plan (CIP) to provide the engineering and financial rationale needed by City leaders to support their decision -making as they take action to ensure into the future the delivery of a reliable, safe and cost -competitive supply of energy to the customers in the city. Based on City of Vernon's CIP budgeting schedule, we suggest a two-phase approach that provides a Draft Master Plan and a 5-Year CIP by April 1, 2006 allowing input to the fiscal year 2007 (FY2007) budgeting process. By June 30, 2006, we will provide a final Master Plan and, if necessary, a revised 5-Year CIP for the next budgeting cycle, FY2008. To accomplish our approach, we have identified six key strategies that will lead to achieving City of Vernon's Master Plan vision, including: Phase I ■ Rapid assessment of: 1) the current distribution system condition and configuration and 2) future system infrastructure requirements ■ A Draft 10-Year Master Plan report addressing critical infrastructure improvement and expansion issues to ensure a safe, reliable and cost- effective distribution system over the next ten years ■ A 5-Year CIP (FY2007-FY2011) providing a prioritized schedule of capital improvement projects including project descriptions, project justifications, project schedules and budgetary cost estimates Phase A ■ A comprehensive assessment of 1) the current distribution system condition, 2) future infrastructure requirements and 3) engineering and operations organization, tools and procedures ■ A Final 10-Year Master Plan Report that includes the results of a detailed distribution system analysis, based upon a new engineering model of the distribution system, to identify and resolve required system improvements and, a comprehensive condition assessment of distribution facilities, construction standards and operation, testing and maintenance procedures and documentation of results and recommendations in a Final Master Plan Report ■ A Draft 5-Year CIP (FY2008-FY2012) that incorporates the results and recommendations of the Final Master Plan into the Fiver Year CIP (FY2007-FY2011) SECTION 3 PROJECT APPROACH AND SCOPE OF WORK The City of Vernon will effectively implement a Master Plan that is tailored to their goals as a result of their involvement in the process, prioritiGation of issuer, and technical and financial evaluations. 3-1 SECTION 3 Phase I will identify the overall requirements and budgets for the CEP by April 1, 2006. Phase II will include analysis and field review to clarify and detail the projects included in the CIP; engineering, operations and maintenance review to identify opportunities for improvement; and a comprehensive Master Plan report by June 30, 2006. Two -Phased Approach Achieves Schedule PHASE Key Strategy 1 Rapid Assessment of Electric System Quickly Establishes Foundation for Master Plan and Capital Improvement Plan The first key element to our approach is a rapid assessment of City of Vernon's electric distribution system infrastructure, ongoing work in progress (WIP) and planned capital improvements. During the 5- day rapid assessment, we will place a team of project managers, engineers and field technicians on -site to: 1) quickly establish familiarity between our staff and City of Vernon's staff, 2) increase our understanding of the current electric system, 3) review current improvement plans, maintenance records, 3-2 PROJECT APPROACH AND SCOPE OF WORK budgets, planning criteria, standards, policies and procedures, 4) interview key staff to identify and understand their expectations of the Master Plan and concerns about the distribution system, 5) identify critical infrastructure issues especially pertaining to capacity, reliability and condition, 6) collect system modeling data that will be used in Phase II to develop a detailed engineering model , and 7) conduct an initial visual observation of the distribution system. Rapid Assessment Provides Foundation for Master Plan and CIP TASK Kick -Off Meeting im ' Familiarization Tour >� Initial Condition Assessment System Data Collection / Review CIP/WIP Review Management / Staff Interviews Wrap -Up Meeting QAV Key Strategy 2 Draft Master Plan Identifies Key Infrastructure, Organizational and Procedural Issues The second key element to our approach is the development of a Draft Master Plan on a compressed schedule that allows input to the FY07 capital budgeting process. Based on a thoughtful evaluation of the data and assessments of the Rapid Assessment Week, during which we quickly identify issues and deficiencies such as capacity limitations, aging infrastructure, seismic vulnerability and reliability, the Draft Master Plan will provide the overall framework for a Final Master Plan and will serve as the basis for the FY2007 5-Year CIE? Involvement of City staff and management in the development of the Master Plan will provide historical insight and allow them to inherit and maintain a sense of ownership and commitment to the plan into the future. We firmly believe that in order for the plan to be successful, it has to come from a collaborative effort between R.W. Beck and City of Vernon's organization and not just handed to them from an outside expert. By developing a Draft Master Plan and CIP before conducting the detailed distribution studies, we are able to accomplish the objective of providing input to the FY2007 capital budgeting process and we are able to emphasize the most critical infrastructure issues. While the detailed distribution system studies in Phase II will likely identify system deficiencies, it is unlikely that these deficiencies will be as critical as those we identify during initial assessment. The detailed studies will }potentially identify overloaded distribution feeders and transformers, suboptimal placement of protective devices and capacitor banks, R. W. Beck, Inc. 3-3 SECTION 3 system inefficiencies and other important issues. However, the more significant issues such as infrastructure condition, inadequate substation and transformer capacity, severely overloaded equipment, and safety and reliability concerns, can be identified through visual inspection and analysis of existing information in a time -frame that allows conclusions to be developed by the April 2006 deadline for input to the FY2007 CIP. �c c Key Strategy 3 Early Prioritization Ensures Most Important Planning Issues Are ;c Addressed in FY2007 CIP im The third key strategy is the development of a CIP through the master planning process to meet the FY2007 CIP budget deadline. The rapid assessment and Draft Master Plan will identify critical infrastructure issues and existing system concerns that need to be alleviated. The FY2007 CIP will consist of a prioritized list of projects including project descriptions, project justifications and project budgets. Project details and additional analysis and justification will be provided in Phase U. PHASE II Key Strategy 4 Comprehensive Condition Assessment The fourth key strategy is to conduct a more detailed review of City of Vernon's electric distribution system infrastructure and the engineering and operations organizations' tools and procedures. During the comprehensive assessment, experienced field and operating technicians will 1) perform a drive -by observation of the entire system and note obvious deficiencies, 2) review design and construction standards for adequacy, safety and applicability to the city's system, and 3) review maintenance, safety, testing and operating records and compare to industry standards. Key Strategy 5 Detailed Studies to Clarify Required System Improvements The fifth key strategy is to prepare a distribution system engineering model and using that model conduct a detailed evaluation of the performance of the distribution system. The model will be created using Milsoft's WindMil, a user-friendly distribution system modeling and analysis package that may be integrated with a future geographic information system. Included in the modeling effort will be the 66- kV subtransmission system and the 16-kV and 7-kV distribution systems. Analyses will include circuit loading, voltage drop, and available fault currents. Where system deficiencies are identified, specific upgrade projects will be modeled and more detailed cost estimates will be prepared. The result will be clarification and more detailed descriptions of the distribution upgrade projects in the 5-year CIP as well as a plan for going forward an additional five years. While R. W. Beck will not provide the software or training to use the software, the complete model and all supporting data will remain with City of Vernon to use in future distribution system planning and analysis. Key Strategy 6 Final Master Plan and FY2008 CIP Set the Course for the Future of the utility The sixth strategy is to provide a Master Plan and Draft CIP for FY2008 based on the Draft Master Plan and comprehensive reviews of distribution system infrastructure, and engineering, operations and maintenance standards and procedures and prepare a report documenting the recommended actions and capital improvements that will result in a �Lactional system with the reliability, capability, quality, and KE PROJECT APPROACH AND SCOPE OF WORK safety to satisfy existing customers and attract new loads. The financial and technical considerations as well as prioritization will be summarized in the report to realize the objectives of the Master Plan. In addition, R. W. Beck will provide a Draft FY2008 CEP for the City of Vernon's consideration in next year's capital budgeting cycle. R. W. Beck, Inc. 3-5 SECTION 3 SCOPE OF SERVICES I To prepare a Master Plan, R. W. Beck will employ a phased approach to the six primary tasks outlined in the City of Vernon Light and Power Department Electric Distribution System Master Plan Request for C Proposals. Each task will meet the objectives of the City of Vernon as conveyed in its RFP and is flexible C enough to be expanded or contracted to meet the specific needs identified early in the planning process. The six primary tasks include: M Task 1: Project Management Phase 1 and Phase 11 • Project Schedule and Status Reports • Meetings • Data Collection Task 2: Electric Demand Forecast Phase I ■ Review of System Forecast ■ Substation/Feeder Demand Projections Task 3: Reliability Phase I • Conduct 5-Day Rapid Assessment ■ Evaluate System Expansion to Meet Growth ■ Investigate Problem Areas ■ Assess Reliability, Capability, and General Condition Phase H ■ Conduct Comprehensive Condition Assessment • Develop Load Flow Model & Conduct Analyses ■ Establish Sustainable Reliability .Benchmarks • Evaluate Maintenance and Testimony Processes and Practices • Evaluate Pole and Vault Inspection programs • Evaluate Construction Standards Task 4: Key Analyses and Evaluations Phase I • Overview Assessment of Existing Facilities ■ Seismic Vulnerability Assessment ■ Planning Criteria for Expansion and Upgrades • Real Property Needs Assessment • ii eeommendations for CIP 3-6 i PROJECT APPROACH AND SCOPE OF WORK Phase 11 • Model/Cost Upgrade Scenarios • Economic Analysis of Alternatives • Capacitor Placement Study • Power Quality Program Review • Equipment Standardization • Risk Management Analyses • Safety Reporting Structure • Distribution Automation Task 5: Improvement Program Phase I • Define Improvements for 5-Year FY2007 CIP ■ Establish Budgets for 5-Year FY2007 CIP Phase II • Define Improvements for 5-Year FY2008 CIP ■ Establish Budgets for 5-Year FY2008 CIP Task 6: Master Plan Final Report Phase I ■ 5-Year FY2007 CIP Budget and Draft Master Plan Phase 11 ■ Comprehensive 10-Year Master Plan ■ Draft 5-Year FY2008 CIP ■ Updated 5-Year FY2007 CEP Task 1 Project Management Phase t and Phase H We recognize the importance of the project to the City of Vernon and emphasized this importance in the development of our project management strategy. R. W. Beck will provide an experienced project manager to lead the Master Plan development project. The focus of our project management strategy is on decisive coordination of the project to ensure that we meet our project objectives on time and on budget with exemplary quality. Weekly internal project coordination calls with the project team manager will promote regular reporting of progress. A detailed action item list and milestone schedule will keep the most important project objectives in front of the team. A project issues list generated from the internal calls and frequent client meetings will identify, track, and resolve key project concerns, assure that standards of practice are met consistently and facilitate coordination with other ongoing associated projects, such as the proposed 800 MW power plant. R. W. Beck's Web -based proiect financial reporting system provides convenient access to the financial performance indicators to keep the project budget in -line. R. W. Beck, Inc. 3-7 SECTION 3 7' Specific project management tasks and deliverables will include: Project Schedule and Status Reports R. W. Beck shall submit an initial schedule with pertinent milestones for the major tasks involved in the Project. The proposed schedule is contingent on the availability of City staff to participate in the meting and field reviews, as necessary. The schedule shall be updated monthly, or more often, as reasonably required by the City of Vernon's Project Manager. R. W. Beck shall submit an updated project schedule and monthly status report with its monthly billings. The initial schedule is included in Section 4 of this proposal. Each month the Project Manager will prepare and submit a project progress report and updated schedules with the monthly invoice. The progress report will describe the progress toward completion, identify crucial milestones, define and track critical issues, and provide status of expenses as compared to budget. Meetings R. W. Beck's representative and the City of Vernon's staff shall meet not less than once a month during 1z all phases of the project. R. W. Beck shall assign appropriate engineering specialty staff to accompany the Project Manager to attend meetings with the City of Vernon or arrange for the City of Vernon staff to meet at R. W. Beck's office if more economical. R. W. Beck shall submit a copy of the meeting agenda to the City of Vernon, for review, five (5) working days before each meeting, and before distribution, record the minutes of all meetings and submit a copy of the meeting minutes to the City of Vernon, for review, within five (5) working days after each meting, and before distribution. 3-8 7 PROJECT APPROACH AND SCOPE OF WORK R. W. Beck's engineering fee includes the time and cost of meetings with the City of Vernon and other parties. The time and cost for city staff to attend meetings on -site or at R. W. Beck's offices are not included. We anticipate that R.W. Beck's Project Manager will meet with the project team once at the City of Vernon's offices and once in the Nashville office during each three month phase of the project, to facilitate coordination of the project. Other monthly project management meetings will be held in conjunction with the on -site 5-day rapid assessment in Phase I and the comprehensive system assessment in Phase II. R.W. Beck expects that additional unexpected project meetings will be required and we allow for three such meetings. Each meeting will be planned and documented as specified. These frequent meetings will ensure that the City of Vernon's important issues are always at the forefront of the project team's objective. Data Collection R. W. Beck shall collect and document data necessary to support its findings. The data collection effort will include, but not be limited to, the following: Researching As -Built drawings, records, project files; ■ Collecting historical system, substation/feeder load data ■ Collecting equipment test, maintenance and outage data • Reproducing documents, drawings and maps; ■ Interviewing staff; ■ Visiting and assessing facility sites; and ■ Gathering information from other agencies/companies Data related to the Master Plan may reside in the Light and Power Department, Community Service Department and other departments of the City of Vernon. R. W. Beck shall coordinate all contacts with other departments through the Light and Power Engineering team to obtain the necessary information for the Project. All data collected verbally shall be confirmed in writing. All original data shall be returned immediately after R. W. Beck has reproduced them for its use. The Final Report of the Master Plan, as further described in Task 6 of this Scope of Work, shall contain copies of all data reviewed and/or used by R. W. Beck during the Project. A data request shall be issued as soon as the project is awarded. R.W. Beck will coordinate with City staff to collect, reproduce and document the required data as specified. Deliverables ■ Meeting Agenda: hard copy; electronic copy • Meeting Minutes: 1 hard copy/attendee; electronic copy ■ Monthly Status Report: hard copy; electronic copy ■ Monthly Updated Schedule: hard copy; electronic copy • Copy of letters and memoranda and electronic copy ■ Copy of data reviewed and/or used; electronic copy R. W. Beck, Inc. 3-9 SECTION 3 C Task 2 Electric Demand le Phase I Substation/Feeder Demand Projections C Forecast of future electricity usage and demand is essential to the assessment of the capability of the 1C current system to serve customers and to identify the improvements that will be required to serve future customers. We will review the City of Vernon's 10-year annual forecast of peak demand, considering 112 historic demand and future growth factors, such as development, population, land availability and other le,factors. We will develop a forecast by substation based on the system forecasts, substation transformer loading 1 histories, detailed community development plans and City staff's knowledge of the area. The substation Ic area forecasts are important for the purpose of the Master Plan, as they will be used to evaluate equipment capacity and reliability and determine where and when system upgrades will be required. IC Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure quality, accuracy, conformance and integrity of the submittal. R. W. Beck's Project Manager's C signature will certify accuracy and completeness of the submittal. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 2. ■ Discussion on forecasting methods ■ Discussion on areas of growth and projected year of build out • Tabulation and breakdown of electric demands by substation service area Task 3 Reliability Phase I Conduct 5-Day Rapid Assessment R.W. Beck proposes to conduct an intensive 5-day review of the current electric system, including staff, facilities, current plans, current budgets and those characteristics of the current situation that must be well understood prior to beginning the development of the plan. During the assessment, we will meet with the City of the City of Vernon project team, tour the electric system facilities, review the current CIP and the status for projects underway, meet with key staff, develop planning criteria and outline the most important issues to be addressed in the Master Plan. The 5-day rapid assessment includes: • Day 1 — Kick-off meeting and project team meeting • Day 2 — Electric system facilities tour • Day 3 — Current planning criteria and CIP review ■ Day 4 — Discussions of project objectives, key issues and expectations ■ Day 5 — Recap and discuss budgetary CIP estimates 3-10 PROJECT APPROACH AND SCOPE OF WORK Evaluate System Expansion to Meet Growth R. W. Beck proposes to evaluate feeder and substation capacities with respect to the projected loads to identify capacity deficiencies. Equipment loading will be considered under both normal and single contingency conditions. Investigate Problem Areas Based on customer complaints and interviews with key City staff, R. W. Beck will investigate known operating problem areas, such as low voltage and frequent flickers or outages. We will evaluate available data and discuss potential causes and solutions with City staff. Additional field measurements are not anticipated. Assess Reliability and Capability To determine the future needs of the electric system, it is necessary to evaluate the reliability and capability of the current system, establish and compare the performance to acceptable reliability standards, and then identify the scope and cost of improvements to achieve the desired performance. R. W. Beck will review the existing outage data, conduct the planning studies and assessments specified to gage the status of the current electric system, compare to available outage surveys of similar cities and identify deficiencies and required improvements. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 3 Phase I. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance and integrity of the submittal. • Discussion of the analysis and evaluation that was conducted. • Discussion of planning criteria • Recommendations for CIP to maintain and improve reliability ■ Condition assessment based on the 5-day rapid review • Recommendations for CIP to expand system to meet load growth • Recommendations for problem areas Phase II Conduct Comprehensive Condition Assessment R. W. Beck shall conduct a field survey, recording observed deficiencies so that they can be mapped for future improvements. A summary of findings, recommendations and an estimate of required upgrades will be provided. Develop Load Flow Model and Conduct Analyses R. W. Beck shall develop a load flow model with Milsoft's WindMil software based on the data provided in the system maps. Existing and projected loads will be modeled and analyzed to identify additional system deficiencies, if any. Proposed upgrades will be modeled and analyzed to ensure that system reliability requirements are met. R. W. Beck, Inc. 3-11 SECTION 3 Establish Sustainable Reliability Benchmarks R. W. Beck shall evaluate the City of Vernon's available outage data and compare to available surveys of similar systems to determine sustainable reliability benchmarks. Recommendations will be made on outage reporting and record keeping as well as reliability improvement methods, such as: • Sectionalizing • Relay coordination improvement • Distribution Automation • Duplicate or backup facilities • Operation practices Evaluate Maintenance Processes and Practices . R. W. Beck shall interview Staff and review available maintenance. records to evaluate maintenance processes and practices and the effect on reliability. Recommendations will be made on the following: ■ Pole and vault inspections ■ Schedules ■ Testing ■ Methods • Replacement Programs Evaluate Pole and Vault Inspection Programs R. W. Beck shall review available information on ongoing pole and vault inspection programs and compare to regulatory requirements._ Deficiencies, if any, will be noted and recommendations made to address them. Evaluate Construction Standards We understand that the City of Vernon uses Southern California Edison's distribution construction standards. R. W. Beck shall review the standards and evaluate their applicability to the City of Vemon's standards and reliability goals. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 3 Phase H. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance and integrity of the submittal. • Discussion of the analysis and evaluation that was conducted. • Recommendations based on the analyses and evaluations • Condition assessment based on the field observations ■ Recommendations for CIP to expand system to meet growth ■ Recommendations for Reliability Benchmarks 3-12 PROJECT APPROACH AND SCOPE OF WORK Task 4 Key Analyses and Evaluations Phase I I R. W. Beck shall recommend and conduct other analyses and evaluations that would be required for the CIP to meet the performance objectives. Overview Assessment of Existing Electric Distribution Facilities R. W. Beck shall assess and evaluate samples of assets to determine the condition, efficiency, effectiveness, safety code compliance and structural and electrical integrity. R. W. Beck's assessment and evaluation shall include the 5-day field review, discussions with staff and data review. ' Recommendations may repairs, pairs, rehabilitation, replacements, upgrades, and/or additions. Seismic Vulnerability Assessment R. W. Beck shall collect structural information concerning key distribution infrastructure during the 5- day rapid assessment including: construction types of the buildings; substation facilities for such items as attachment of equipment to foundations, foundation condition, control building type, and condition; and specifications for purchasing equipment for seismic requirements. The information will be evaluated and a seismic vulnerability assessment will be prepared with recommendations for changes, if any. Planning Criteria for System Expansion and Upgrades R. W. Beck shall summarize planning criteria discussed during the 5-day Rapid Review and describe how it will be applied to the system evaluations. System expansion and upgrade recommendations will be based on meeting the established criteria at the projected loads. Real Property Needs Assessment Evaluation of the system at projected loads will ascertain the need for any future substations within the 10-year planning period. These evaluations will be summarized and approximate property locations and costs will be included in the CIP. Recommendations for CIP During Phase I, R.W. Beck will prepare CIP recommendations and cost estimates based on information from the rapid assessment and follow-up field reviews, data analysisand staff interviews. During Phase II, more detailed studies and analysis will be performed to refine project descriptions and cost estimates and to offer suggestions for engineering, operation and maintenance practices. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 4 Phase I. Before delivering the items to the City of Vernon, R. W. Beck shalf perform routine and final review to ensure accuracy, conformance and integrity of the submittal. ■ Tabulation of all assets that were sampled including the results of such sampling Discussion of the analysis and evaluation of each asset that was sampled and the recommendation associated recommendation of repairs, rehabilitation, replacements, upgrades and/or additions as required Discussion of the evaluations identified above and the associated recommendation from such evaluations R. W. Beck, Inc. 3-f 3 SECTION 3 Phase 11 Model/Cost Upgrade Scenarios Based on the deficiencies identified in Phase I and in previous tasks, R. W. Beck shall discuss upgrade scenarios with City staff and identify viable alternatives. Each alternative will be modeled and costs will be estimated. Economic Analysis of Alternatives An economic analysis and comparison of the potential alternatives will be conducted. Results will be presented and discussed with City staff. The preferred upgrades will be selected and included in the Master Plan. Capacitor Placement Study The load flow model. and reactive load data will be used to optimize capacitor size and placement to improve voltage and power factor. The results will be summarized and included in the Master Plan. Ongoing capacitor requirements will be estimated based on expected reactive loads. Power Quality Program R. W. Beck will review available power quality data and/or customer complaints and investigations. The power quality program will be evaluated and recommendations made for improvement, if required. Equipment Standardization R. W. Beck will evaluate existing equipment standards and how they are applied. Based in discussions with City staff, field observations and R. W. Beck's knowledge and experience, recommendations will be made for revisions and/or new standards as necessary. Risk Management Analyses Based on R. W. Becks review of Engineering, Operations and Maintenance standards, practices and procedures, as well as the facility condition assessment, we will summarize observed risks and offer suggestions for decreasing risk. The suggestions will be discussed with City staff to determine recommended actions to be included in the Master Plan. Safety Reporting Structure R. W. Beck shall review the existing safety reporting structure and safety records and offer suggestions for improvement, if necessary. The suggestions will be discussed with City staff to determine recommended actions to be included in the Master Plan. Distribution Automation R. W. Beck shall review any existing distribution automation schemes and evaluate the implementation of additional distribution automation to improve reliability. The evaluation and any resulting recommendations will be summarized in the Master Plan. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 4 Phase H. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance and integrity of the submittal. 3-14 PROJECT APPROACH AND SCOPE OF WORK ■ Discussion of the evaluations and analyses identified above and the associated recommendation from such evaluations. Cost estimate and description of projects identified for the 10-year Master Plan. Task 5 Improvement Program Listed below are major projects proposed by Department staff that R. W. Beck` shall evaluate and integrate into the CIP and Final Report. ■ Substation 7 kV and 16 kV air circuit breaker replacement • Substation control and relay replacement • Leonis substation improvement ■ Cable replacement ■ Customer substation transformer replacements • Distribution capacitor banks R. W. Beck will conduct analysis to integrate the need to replace or upgrade the specified equipment in order to maintain acceptable levels of reliability and safety. Phase I Define Improvements for 5-Year FY2007 CIP R. W. Beck shall summarize the improvements required for the City of Vernon's electric distribution system to meet the performance objectives established by the City of Vernon and R. W. Beck. Should a new facility be needed to meet future growth, R. W. Beck shall estimate casts .and include in the CIP. Cost estimates shall include site acquisition, engineering, construction, and other contingencies. Establish Budgets for 5-Year CIP R. W. Beck shall prepare a summary table identifying the improvements for the 5-year CIP, their priorities, resources required, performance goals, cost and length of time required for engineering and construction. Projects to support the Improvement Plan shall be grouped into their respective substation service areas. The cost and benefit relationship of each project shall be clearly tabulated. Deliverables As part of Task 5, Phase 1, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. ■ Summary of improvements required for the City of Vernon's electric distribution system to meet all of the performance objectives for 5-year CIP ■ Estimated costs and recommended alternative locations for new facilities if any ■ A table identifying the improvements, their priorities, resources required, performance goals, cost and length of time required for engineering and construction R. W. Beck, Inc. 3-15 SECTION 3 Phase II Define Improvements for 10-Year Master Plan R. W. Beck shall establish a ranking procedure and rank the required improvements. R. W. Beck shall provide phasing requirements, if necessary, and cost estimates for each improvement. Should a new facility be needed to meet future growth, R. W. Beck shall evaluate and recommend alternative locations. Cost estimates shall include site acquisition, engineering, construction, and other contingencies. Establish Budgets for 5-Year FY2008 CIP R. W. Beck shall prepare a summary table identifying the improvements for the 5-year FY2008 CIP, their priorities, resources required, performance goals, cost and length of time required for engineering and construction. Projects to support the CIP shall be grouped into their respective substation service areas. The cost and benefit relationship of each project'shall be clearly tabulated. R.W. Beck will conduct analysis to integrate the need to replace or upgrade the specified equipment in order to maintain acceptable levels of reliability and safety. For each review we will prepare a written report identifying the current status of the equipment, an estimate of when it should be replaced, the estimated cost of replacement or upgrades and a phasing plan for implementing replacements. Deliverables As part of Task 5, Phase H, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. ■ Summary of improvements required for the City of Vernon's electric distribution system to meet all of the performance objectives for the 5-year FY2008 CIP • A ranking procedure and rank all of the required improvements • Phasing requirements, if necessary, and cost estimates for each improvement • Estimated costs and recommended alternative locations for new facilities, if any ■ A table identifying the improvements, their priorities, resources required, performance goals, cost and length of time required for engineering and construction ■ Update of 5-Year FY2007 CIP, if required Task 6 Final Report Phase I 5-Year FY2007 CIP Budget and Draft Master Plan R. W. Beck shall provide a 5-Year FY2007 CIP budget including project descriptions and supporting documentation in a draft Master Plan report. The draft Master Plan will discuss the ability of the City of Vernon's current electric distribution system to meet performance objectives. Deliverables As part of Task 6 Phase I, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. 3-16 PROJECT APPROACH AND SCOPE OF WORK Report Outline: 4 hard copies Draft Reports: 4 hard copies each of 50% Final Report: 3 hard copies and 2 electronic copies (including all text, figures, tables and maps). Fiscal year 2007-2012 implementation schedule including resources and costs. Phase II Comprehensive 10-Year Master Plan The Final Report shall compile, describe, and summarize the Project. It shall include a chapter on each Project task and the finalized versions of the task deliverables. In each chapter, R. W. Beck shall discuss assumptions and analyses made, results, conclusions, and recommendations. The Final Report will form the Master Plan for the City of Vernon. R. W. Beck shall prepare and submit to the City of Vernon, for approval, an outline of the Final Report before starting the first draft. The Master Plan needs to be a document that can be relied on by decision -makers to confidently decide how best to address the City of Vernon's future electric system needs. By capturing the input of staff early on in the process and by working closely with City staff who will own the plan, R. W. Beck will produce a useful planning document for the City of Vernon. The Master Plan will be supported by the detailed technical studies described in the preceding tasks. Consisting of insightful documentary as well as clear and meaningful illustrations, this effectively organized and professionally produced proposed Electric Distribution System Master Plan will be the framework on which future decisions of electric a system expansion are based.. Deliverables As part of Task 6, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. Report Outline: 4 hard copies • Draft Reports: 4 hard copies each of 75% and 100% ■ Final Report: 3 hard copies and 2 electronic copies (including all text, figures, tables and maps) ■ Fiscal year 2007-2012 implementation schedule including resources and costs R. W. Beck, Inc. 3-17 Project Cost and Fee Schedule R. W. Beck's total not -to -exceed cost for the implementation of the City of Vernon's Master Plan, along with all related information, is presented in a separate envelope labeled "Fee Schedule" as requested in the City of Vernon's Request for Proposals. Project Schedule Provided on the following page is a summary of our proposed project schedule, showing each of the major tasks and the timeframe of completion. Also included in this summary are key milestones, deliverables and meetings. Through our continuous Project Management, we emphasize the frequent meetings between R. W. Beck and the City of Vernon to promote effective communication which will keep the project on schedule. For most of the deliverables, we have allowed for a 2-week review. For major deliverables, such as the draft master plan, we expect the City of Vernon will need 3 weeks for review. Our schedule is directly dependent on the scope of work described in the proposal. A change in either the scope of services or the project schedule could impact the proposed costs. SECTION 4 PROJECT COST AND SCHEDULE The budget and schedule include specific project management tools such as monthly meetings, status reports, and coordination meetings to facilitate com- nnnication and keep the pmject on track. 4-1 SECTION 4 Project Approach Achieves Schedule A = MILESTONE Aft �1�11M 17 r 7, #77 7 i 7,M Final Report 5-Mw FY2007 GFP &*W & DraftAlaster Plan Reliability CwWdwmW CwAbn Swwwy & Load Flow UW wakintlon Key Analyses& AbmaheAn*m Improvemw Program Rowmm&xW kWmwmarb & cod Esdinates Find Report FkW MWW Plan & Draft 5-Yow FY2008 CIP 4-2 SECTION 5 3 EXCEPTIONS 5-1 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 , 20Q5 in the City of Vernon, County of Los Angeles, California BY AND BETWEEN CITY OF VERNON a municipal AND WHEREAS, corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 R. W. Beck. Inc,, hereinafter referred to oalaEea: as the "Contractor" 1001 Fourth Avenue Suite 2500 Seattle WA 98154-1004 RECITALS Page I of 19 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on . 200a, and will continue in effect for a period of one (1) year or until terminated as provided in this Agreement. City shall have the option to extend the Agreement in one (1) year increments. 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 R. W. Beck. 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 specification 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. Page 2 of 19 G. "Premises" shall mean the physical premises under City's control or 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, at City's expense 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. Page 3 of 19 E SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services C 13.01. Contractor agrees to oreoare an Electric Distribution System Master Pianfor the City's DeleAd: aenbee �' in a timely manner. Contractor's Services shall include, but will not be limited to, ????? 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 ????? 3.03 Contractor shall take all necessary steps to ???? 3.04. Contractor shall perform all labor, work, or other operations required for I fulfillment of this Agreement, including tools and equipment, as defined in the wig„Wkxaccordeve w scone of work 1n the Request for Proposals a_copy of which is attached hereto as ft WOW" Exhibit "B" and incorporated herein by this reference. °,lewd: deTM'e Change of Services 3.05. 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. 3.06. 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 C attached hereto and incorporated by reference. Timing of Services 3.07. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end after a period of one (1) year (see 1.01 above) 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. 3.08. 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, in accordance with Section 7 of this Agreement. After notification, Contractor will make a good faith effort to within — (__) days of notification or in accordance with a written schedule approved by the City. If, oeMW: — work cannot be completed within this period, Contractor shall provide the City a j full damage assessment, cost estimate and completion schedule within jiyq (5)Deleted: two (2) Page 4 of 19 days of notification. Normal work hours are Monday through Friday 7:00 am to 5:00 pm. 3.9. City may request that Contractor work outside of nominal working hours (7:00 am to 5:00 pm Monday through Friday). If Contractor complies with a City request to work outside normal working hours, Contractor may be compensated according to the terns and conditions set forth in Section 4 of this Agreement. Method of Performing Services 3.11. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 3.12. 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. 3.13. 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 3.14. 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. 3.15. 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. Page 5 of 19 3.16. 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 labor, materials and equipment basis. City agrees to pay Contractor for Work completed according to the following rates (the "Contract Price°): 4.02. in consideration for services to be performed under Section 3 of this agreement, City agrees to pay Contractor for materials according to Section of this Agreement. Entire Compensation 4.03. 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. 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 4.04. 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 City requirements, by the ( 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. 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 Page 6 of 14 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 only be billed if advance written approval has been obtained from the City. 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 _ and 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. 5.02. Contractor is responsible for damage resulting from performing of the affected area. Products of Consulting 5.03. All documents prepared, by Consultant under this Agreement (`Work Products") shall be the property of Client: provided. however, (a) Consultant is granted an unrestricted license to retain conies and use all Work Products. (b) Client's use shall be limited to the intended use for which the Work Products are provided , under this Agreement and (c) Consultant shall retain ownership of its intellectual property inctudina the procedures, processes, internal resources, tools and other means used by Consultant to nregare the Work Products . Further, if Client releases the Work Products to a third party without Consultant's prior written consent, or changes or uses the Work Products other than as intended hereunder, Client does so at its sole risk and discretion and Consultant shall not be liable for any claims or damages resulting from or connected with the release or any third garty's use of the Work Products_ 5.05. City shall not be responsible for the accuracy or completeness of information or data shown on the City's base maps or any other Page 7 of 19 Delebe& AM products of consulting services including, but not lirnhed 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.1 Deleted. Warrantyy 5.04.. Contractor warrants to City, for _ (—J from the date of any repairs, that the repairs shall be free from defects in material and workmanship. Contractor shall be liable for the replacement and installation of arty parts that fail through a defect in material or workmanship at no change to City during such warranty period.1 77 information. Contractor shall have full responsibility for reviewing and checking all such information and data, and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Contract Price. Contractor shall comply with the City of Vernon Plan described in Exhibit "_" attached hereto and incorporated herein by reference. 5.06. Contractor will perform the Services under this Agreement on City's Premises during regular business hours. Tools, Materials, and Equipment 5.07. Contractor will use materials and supplies Liability Insurance 5.08. 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. 5.09. 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. 5.10. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance evidencing that the coverages and policy endorsements D 11 el 1 : or, tqm request cerVed required under this Agreement, are maintained in force. s of the hsurerwe polides 5.11. Contractor shall Zeq�ire its subcontractor(s), if any, maintain those.. insurance oeIea: e:,s„re requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), H 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 aocordance with the laws of the nation, state, territory, or province exercising jurisdiction over the Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor Page 8 of 19 Li iC 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 $,1,000,000 per occurrence. I caused: 2 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 $1,000,000. Such evidence oalebd: { of insurance can either be through the primary insurance coverages or WSW: 2 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. 5.12. 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. 5.13. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. 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 5.14 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,.to the extent cagsed by the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from Page 9 of 19 �Dekftd: arising out of or attributable to 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. 5.15. 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 akxftl, 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. 5.16. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement with the degree of skill and diligence normally practiced by Vmfgssional engineers or consultants performing the same or similar services. No other wilmnty or guarantee expressed or implied is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed,,, 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. 5.17. 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 cant' out the Services to be performed under this Agreement. 5.18. 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 thikAgreementfalreM in 5.5,1._ 5.19. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of Citywhich consent will not be unreasonably withheld. 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 Page 10 of 19 Deleted: in a competent, profesabnel manner, wM xxd the advice or direction of City Delete&: Deleted: or any negligent or intentional acts or omissions by Contractor, its subcontractors, agents, and empbyees Formatted: Highlight Contractor. 5.20. 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. 5.21 No employee of Consultant shall have individual liability to Client To the extent permitted by law, the total liability of Consultant its officers directors shareholders employees and subconsultants for any and all claims arising out of this Agreement including attorneys' fees and whether caused by negligence errors. omissions strict liability, breach of contract or contribution or indemnity claims based on third party claims, shall not exceed the revenue received by Consultant under this Agreement or one hundred fifty thousand dollars (U.S. $150 000 00) whichever is greater. 522 In no event and under no circumstances shall Consultant be liable to Client for any principal interest loss of anticipated revenues earnings profits increased expgnce ot: operation or construction toss by reason of shutdown or non -operation due to late completion or otherwise or for any other economic conseequential indirect or sywial damages. Work Injury 5.21. 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 a 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 5.22. During the course of Work being performed, Contractor and any of its 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) Page 11 of 19 Fonnatba& Indent: Left: 0, ►targkq: o.s• 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 5.23. 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 5.24. J j la ready in 5.161 Indemnity Process 5.25. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonable satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the clam, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information Daletadt Contractor agrees that al Servion PMkM W M be oondWW by the pMapaf and oompelent SM11 members, Marry, under the supemMon of the princpal, and that Services wN be performed and rendered dMowft. Corrh clor represents that M has, or dmi secure, at b own expense, al person* required to perform contracws services under this Agreement but at al times shah be responebie for the Services of such perso►neL Contrector may rot employ any sub=*aclor without the prior wrklen approval of" CMy. `Faun~. HlgNight 5.26. For live 5 years after the effective date of this Agreement, Contractor shall Deleted: ten (10) refrain from using any Confidentiai 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 Page 12 of 19 employee or to other third persons is so authorized, Contractor shell 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. 5.27. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary information which City may supply to Contractor 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. Contractor may keep one cony for its legal records 5.28. Except as expressly perritted by prior written consent of the City_and pursuant to section 2.01 H above. Contractor and/or its subcontractors shall not disclose, I 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.. I Deist ea: contractor mars to subcontractors shall return any _ (see section 5.3� written Confidential information and all copies made of such darns m the . I car upon the City's written request, but in any event not later than the 5.30. All reports, information, data and exhibits prepared or assembled by Contractor date that contractor has performed all workm pursuantathis in connection with the performance of its Services pursuant to this Agreement Agreement Contractor hereby ntpcontra t agrees that such confidential are confidential until released by the City to the public and Contractor agrees that Information and any documents such documents shall not be available to any individual or organization without � Its sue onaa�ctorrss only asp'" the written consent of the City prior to such release. authorized by the city. Contractor shall include a provision In its 5.31. No reports, maps, or other documents produced in whole or in part under this agreements with subcontractors that bind the subcontracors to this non - Agreement shall be the subject of an application for co aPP copyright by or on behalf of disclosure requirement Contractor. : 529.. AM reports, plans, data, studies, maps, drawings, models, photographs, documents and Compliance with Authority p ty other writings prepared by and for Contractor, its officers, employees, 5.32. Contractor shall comply with all laws, regulations, executive orders and other agents and subcontractors in the Agreeemrseoefntt ption applicable requirements of any governmental agencies having jurisdiction with the eemeimplementing of 1Norld"g notes, Internal documents including the Fair tabor Standards Act, the Occupational Safety and Health Act f and Confidential information provided by businesses located in City, shell and all those relating in any way to employment practices and protection of the be considered the property of city environment. Contractor shall not discriminate against any employee or any Contractor shall deliver such documents applicant for employment for reasons of race, color, creed, religion, sex, sexual and materials to the city as 1hey are generated: however, preference, age or national origin. Contractor may take and copies of said mid d documents a id 5.33. Contractor shall make timely payment of all employment taxes i materials that are not Confidential Informatio" • as desired. and of all social security and other contributions of every kind required to be made with respect to F°rn"tte&. Highlight FO^^atte&- Indent: Left: 0", First or measured by the wages and salaries of persons employed by Contractor. line: lY Page 13 of 19 Dented: I 5.34. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.35. Contractor shall most 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 5.36. 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 or extended according to the terms and conditions set forth in this Agreement, this Agreement will continue in effect for a period of one (1) year after the effective date of 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 (1) necessary Work performed during the notice period and authorized in the termination notice, and (IQ all costs reasonably and necessarily Incurred by 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 Page 14 of 19 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 bread of any obligation or provision s 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 shah 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 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 Page 15 of 19 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 (3nd) day after mailing, whichever occurs first. Contractor4 R. W. Beck, Inc. City - City of Vernon, California odeeee: Attn: Attn: Bruce V. Malkenhorst, Jr. 1001 Fourth Avenue Acting City Clerk Suite 2500 4305 Santa Fe Avenue Seattle WA 98154-1004 Vernon, CA 90058 Fax: 206-695-4701 Fax: 323-826-1438 Telephone: 206-695-4700 Telephone: 323-583-8811 With a copy (not constituting Notice) to: R. W: Beck, Inc. ATTN: Lin Ross 1001 Fourth Avenue, Suite 2500 Seattle WA 98154-1004 Fax: 206-695-4760 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 (r City with respect to the subject matter of this Agreement 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 C contract or oral contract. Each party represents and warrants that is has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A, B and C, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Page 16 of 19 r-, IZ 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 thins 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 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 Page 17 of 19 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 enforceabiity of the decision of the Arbitrators is to be determined exclusively by the Califomia 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, Mich 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 parry 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 18 of 19 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: APPROVED AS TO FORM: Bruce V. Maikenhorst, Jr. Eric T. Fresch, City Attorney Acting City Clerk Contractor. R. W. BECK, INC. By Name: Title: Date: Name: Title: Date: ATTACHMENTS: EXHIBIT A — PROPOSAL EXHIBIT B — RFP EXHIBIT C — CHANGE ORDER Page 19 of 19 APPENDIX A RESUMES OF KEY PROJECT STAFF APPENDIX A RESUME INTRO i Mr. Rupp's experience includes the planning, engineering, design, construction, and Operations and Maintenance (O&M) of electric power systems, including the production, transmission, and distribution of electric energy and the economics of power marketing for more than 18 years. Past work includes experience with electric utilities, energy consulting, and power system construction industries. As a senior consultant at R. W. Beck, Mr. Rupp provides project management services for electric utility projects. Mr. Rupp has participated in the development of power system plans for investor- and customer -owned utilities, including the development of transmission system plans and integrated resource plans. Mr. Rupp is familiar with power system analysis, load forecasting, production cost simulation, security -constrained economic dispatch, locational marginal pricing, integrated resource plan development, and electric utility avoided cost analysis Mr. Rupp has experience in complex power system analyses, including power flow, transient stability, fault studies, reactive margin studies, transfer capability studies, and nomogram development throughout the Western Electricity Coordinating Council (WECC) transmission region. Significant transmission projects analyzed by Mr. Rupp include the California -Oregon Transmission Project, the Adelanto-Lugo Transmission Project, the Devers-Palo Verde No. 2 Transmission Project, and the California -Oregon 1,000-kV do Intertie Upgrade Project. Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Department, Califomia The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of Steven S. Rupp California State University, Sacramento B.S. in Electrical Engineering STEVEN S. RUPP organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Mr. Rupp served as project manager and was involved in all facets of the year long Master Plan development. He is currently working closely with the City to implement the recommended improvements. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Rupp was the client manager for this project and worked closely with the City and the project manager to keep the project focused and on -track. His presentation of the Master Plan to the City Council was praised by council members and he is now working with new electric utility staff to implement the plan. Electric Distribution System Study City of Azusa, Califomia City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WindMil(D program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configuration. Along with preparing an estimate of capital improvement projects and proposed a viable sequence construction timeline for a 10- year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Mr. Rupp served as project manager for this project and developed the system study and resulting CIP. 2 F' STEVEN S. RUPP Development of Renewables Transmission Plan San Diego Gas and Electric Company (SDGH)ICalffornis As project manager and principal investigator, Mr. Rupp led a team of engineers to develop a comprehensive system plan to accommodate the development of more than 4,000 MW of new generating resources in the SDG&E service territory. The team completed this regulatory mandated study in four weeks with very few requests for clarification. R. W. Beck provided complex power system studies, short-circuit studies, GIS mapping, and financial analyses. System Interconnection Studies San Diego Gas and Electric Company/California With Mr. Rupp acting as project manager and principal investigator, R. W. Beck conducted detailed system impact studies to analyze and develop interconnection plans for new power plants connecting to the SDG&E transmission system. The new power projects were a result of SDG&E's request for proposals to supply 300 MW of new capacity to serve its customer base. R. W. Beck's evaluation of three separate projects totaling more than 30 interconnection scenarios in less than six weeks was important to SDG&E's selection process that determined which proposed new plants it would purchase power from. Development of System Planning Policies and Procedures Imperial Irrigation District/Calffomia Mr. Rupp worked with the senior management of the Imperial Irrigation District to review the effectiveness of their system planning framework and develop new planning policies and procedures to ensure the development of comprehensive supply and transmission plans. Mr. Rupp's work led to a reorganization of the power supply planning functions of the District and implementation of new supply, transmission, distribution, and operations planning policies and procedures to direct important planning functions, including demand forecasting, locating new substations, adding distribution feeders, and expanding the transmission system. Power Supply Plan Development and Implementation Northern States Power/Minneapolts, Minnesota As project manager and lead analyst, Mr. Rupp conducted a review of more than 30 proposals to provide generating resources to a Midwestern IOU. The evaluation required the development of a resource evaluation model to allow the comparison of a wide range of projects, including system purchases, purchases from existing plants, and various types of ownership, partnering, and purchases from new Independent Power Producer projects. A probabilistic component to the evaluation model developed by Mr. Rupp addressed uncertainties regarding fuel supply, plant performance, permitting, environmental compliance, and financial viability. In support of the regulatory process surrounding the evaluation, Mr. Rupp prepared data requests, responded to data requests, conducted analyses, and drafted testimony in the proceeding. Power Supply Plan Evaluation -Empire District Electric Company Missouri Public Service Commission/Jefferson City, Missouri As project manager and lead analyst, Mr. Rupp directed the evaluation of the power supply plan of EDEC for the MPSC. The evaluation consisted of the detailed, critical review of a comprehensive integrated supply plan and proposals from competing suppliers to meet the supply requirements of the Plan through supply and-Iransmirm_c.: r�itematives. -. R. W. Beck, Inc. M C � STEVEN S. RUPP Integrated Resource Plan Evaluation -Nevada Power Company State of Nevada office of the Consumer AdvocaMAs Vegas, Nevada As project manager and lead analyst, Mr. Rupp led the technical analysis and preparation of expert witness testimony to evaluate the proposed integrated resource and transmission plans of Nevada Power Company. Mr. Rupp's team evaluated all aspects of the integrated resource plan and prepared testimony that lead to resource plan improvements that provided substantial savings to NPC ratepayers. Integrated Resource Plan Evaluation -Sierra Pacific Power Co. State of Nevada office of the Consumer AdvocaisfCarson City, Nevada As project manager and lead analyst, Mr. Rupp led the technical analysis and preparation of expert witness testimony to evaluate the proposed integrated resource and transmission plans of Sierra Pacific Power Co. The testimony prepared by Mr. Rupp's team helped defer the development of an expensive coal gasification project resulting in substantial savings to SPPC ratepayers. Integrated Resource Plan Development San Diego Gas and Electric CompanyfCalifomie As project engineer, Mr. Rupp worked with the IRP.team to develop a robust, long-term power supply plan to meet the needs of SDG&E ratepayers. The plan included a comprehensive evaluation of supply, transmission, and demand alternatives to service SDG&E over a 20-year planning horizon. Professional Affiliations ■ Institute of Electrical and Electronic Engineers ■ Association of Utility Marketing Executives ■ Power Engineering Society ■ Industrial Applications Society ■ Association of Facilities Engineering ■ Power Association of Northern California ■ Board of Directors, Electric Power Education Institute of the California State University ■ Past Chairman, Sacramento Section of the Institute of Electrical and Electronic Engineers ■ Past Chairman, Sacramento Chapter of the Power Engineering Society of the Institute of Electrical and Electronic Engineers 4 A Senior Director at R. W. Beck with almost 25 years of experience, Ms. Batson provides consulting and engineering services in electric utility design, mapping, and system planning. She develops long-range transmission and distribution system planning guides for cooperative systems, as well as long- and short-term planning studies and construction plans for municipals and investor -owned utilities. She designs system -planning guides to focus on the utilities' needs for transmission, substation, and distribution facilities under normal, projected, and contingency conditions. In order, to develop capital requirement programs for budgeting, financing, and rate studies, utilities rely on her guides for direction and instruction. Several planning studies were used to develop capital' requirement programs for budgeting, financing, and rate studies. During the past ten years, Ms. Batson has developed the following municipal system planning guides: ■ Pasadena Water and Power Department, California ■ City of Banning, California ■ City of Azusa, California ■ Lawrenceburg, Tennessee ■ Athens, Alabama ■ Hannibal, Missouri ■ Princeton Electric Plant Board, Kentucky ■ Milan Department of Public Utilities, Tennessee ■ Bristol Virginia Utilities Board ■ Hartselle Utilities, Alabama ■ City of Bardstown, Kentucky ■ Brownsville Power Utilities Board, Texas Relevant Project Experience Electric Distribution System Master Plan Pasadena water and Power Department catifomia The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. Joni S. Batson, P.E. Tennessee Technological University B.S. in Electrical Engineering University of Tennessee M.S. in Engineering Administration JONI S. BATSON, P.E. Ms. Batson was involved in evaluation of the distribution system infrastructure, operations, maintenance, engineering and growth potential. She developed the Master Plan based on the evaluations, analysis, and input from the project team. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Electric System Master Plan City of Banning, California Ms. Batson served as the project manager for the development of the City of Banning's Electric System Master Plan. R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Electric Distribution System Study, City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. Ms. Batson assisted in the development of a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WmdMil® program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configuration. Along with preparing an estimate of capital improvement projects and proposed a viable sequence construction timeline for a 10- year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition JONI S. BATSON, P.E. to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Distribution Cost Estimate Lower Colorado River Authority The Lower Colorado River Authority retained R. W. Beck to develop electric distribution system upgrade and installation cost estimates. R. W. Beck performed a five-day field trip to review approximately 30 miles of existing 22-kV and 12-kV distribution lines to estimate the cost of proposed upgrades and new facilities used in the evaluation of distribution options for the Circle C Substation. R. W. Beck developed construction cost estimates for rebuilding and/or new construction of the distribution lines based on actual field conditions, including pole height and age, circuit construction and spacing, and physical siting limitations. R. W. Beck submitted cost estimates in a letter report for the Authority's review. R. W. Beck used the estimates in a follow-up project performed to compare the cost of upgrades to the existing substation, distribution, and transmission facilities to the cost of a new substation and transmission line. The Authority used the cost estimates in their justification for the proposed transmission line. MilSoft Distribution System Model Municipal Utilities Board of Albertville. Alabama The Municipal Utilities Board of Albertville hired R. W. Beck to develop a MilSoft Distribution System Model. Ms. Batson served as project manager and was responsible for overseeing the development of the model and testing for reasonableness. Lewisville Distribution System Study Texas -New Mexico Power CompanylLewisville, Texas R. W. Beck completed a Distribution System Study in the Lewisville, Texas, area for the Texas -New Mexico Power Company (TNMP), an investor -owned electric utility with 220,000 retail customers, 10 million kWh in annual sales, and 1,000 underground distribution circuit miles. The purpose of the study was to provide TNMP with an analysis of TNMP's five substations and electric distribution system in Lewisville, Texas, with a goal of developing a cost-effective program for improving the reliability and ease of outage -free maintenance of the system. The study specifically addressed alternatives for serving a proposed 100-MW Internet hotel campus in the service area. After site visits and analysis of the distribution system, R. W. Beck developed a series of alternatives for TNMP to consider. R. W. Beck investigated secondary selective systems (both with and without subcycle switching) and secondary spot networks but these were judged to be too expensive compared to uninterruptible power supply systems. The following primary selective alternatives were identified for further economic and operating analysis: ■ Looped Primary Circuit with Source -Transfer Tie Switch Capability ■ Looped Primary Circuit with Substation Source -Transfer Capability ■ S&C's Intelliteam Open Loop System ■ Relay Controlled Closed Loop System ■ Double -Circuit Looped -Primary Feeders R. W. Beck, Inc. • C3 i JONI S. BATSON, P.E. After identifying and defining alternatives through discussions among the TNMP staff and R. W. Beck, the team prepared an analysis for each alternative. The analysis included a one -line diagram for each alternative, substation and distribution cost estimates for the initial capital cost of each alternative, and a comparative cost summary for each alternative including the level of reliability provided by each alternative. R. W. Beck prepared a study report that described the results of the economic and operating analyses. Analysis and Distribution Model Upgrade Alternatives Study Erwin Utilitiearrennessee R. W. Beck was retained by Erwin Utilities to develop an Analysis and Distribution Model Upgrade Alternatives Study. Ms. Batson served as the project manager and was responsible for overseeing the analysis and prioritizing of recommendations and summary reports. Military Base Electric Distribution Planning Studies U.S. Army Corps of Engineers/Vadous Locations Tasks performed at each Air Combat Command Air Force Base included: compiled, reviewed, evaluated, and correlated government -furnished data, maps, and drawings; investigated the systems by means of field survey and interviewed base and headquarters personnel; and verified and established the location and size of all components of the electrical distribution system. The team used GPS and provided data in Access database; created AutoCAD® electrical distribution system maps as an overlay onto the base maps; completed a base primary electrical distribution system analysis that included a complete coordination study, load flow, and short circuit analysis. The study resulted in the following actions: CADD® map and Access® database creation; identification of violations, unsafe conditions, and immediate problem fixes; a recommendation to further equipment life; provision of various cost analyses; evaluation of overhead versus underground construction; recommendation of protective devices and settings to reduce problems during emergencies; provision of distribution analysis program and model for load studies, voltage drop and short circuit studies; and projection of growth and its effect on the system. R. W. Beck also provided concept designs, budget phasing, design drawings, and economic analysis for the following projects: substation replacement, new delivery point substation, additional distribution ties, sub upgrades, and transmission system upgrades. Long -Range Plan Mountain Electric Cooperative, tnc5ennessee Mountain Electric Cooperative hired R. W. Beck to assist in the preparation of a Long -Range System Study that considered new distribution, transmission, and power supply construction requirements simultaneously as a one -system approach for the orderly and economical development of the total system. The team analyzed the existing system's substations, distribution lines, and major equipment based on RUS guidelines and design criteria for thermal loading, voltages, physical conditions, and reliability. The team used Southern Engineering's DVDCAL® software to analyze the distribution circuits for the projected winter 2006 peak load of approximately 300 MW. 3 F 3 JONI S. BATSON RE. Long -Range Plan Grayson Rural Electric CoopwWveJl<ienr"M Grayson Rural Electric Cooperative (GRECC) retained R. W. Beck to provide a sound system planning report and general guidance to prepare for a long-range plan. The system planning included improvement of the quality of service to customers as improvement opportunities occurred; expansion of the existing system far beyond the present design requirements; and economic evaluation of the construction of new facilities to meet the required capacity. Through this approach, interim changes and system additions became compatible with the capacity level needs as the system load growth occurs. This plan made allowance for changes that have occurred and prepared the system for the future by the timely installation of facilities, as needed, to provide sufficient and reliable service to its customers. R. W. Beck analyzed the existing GRECC. Planning criteria were developed based on GRECC's system reliability. System Planning Guide Fort Loudoun Electric Cooperadv lTennessee Fort Loudoun Electric Cooperative retained R. W Beck to analyze the FLEC system to serve a system peak of 212 MW and 39,281 customers. R. W. Beck prepared a LRP that would serve as a basis for current and future substation and distribution facility requirements. Existing system capabilities considering the projected loading from the RUS accepted Power Requirements Study were evaluated. Nine alternative solutions were identified to alleviate any existing system problems. Economic analysis was performed on each alternative. Actions to upgrade the overall quality of service to the FLEC members were proposed. The team provided a preferred plan to provide for an orderly upgrade and expansion of the system. Investment in the improvements and new facilities were recommended to be in step with the growth in load and revenue. The team provided a transition plan to achieve the preferred long-range system development. R. W. Beck, Inc. 5 Mr. Mullen is a licensed professional engineer actively engaged in the use of computer modeling to address utility operations and system expansion issues. He is experienced with the application of a variety of engineering analysis software packages related to electrical transmission and distribution systems. He is also involved in the development of engineering analysis software as an elected member of a user advisory board and the evaluation of beta releases. Mr. Mullen supervises staff engineers and mapping technicians involved with developing engineering models and database applications. In this role, he has gained knowledge of interfacing various mapping software packages to engineering analysis packages. Mr. Mullen applies engineering models and uses various programs to develop solutions that address system expansion plans to serve projected growth, alleviate day- to-day operating problems, and coordination issues. As a project engineer, Mr. Mullen also provides analysis and engineering services in electric utility design and system planning. Mr. Mullen has experience developing load/customer forecasting and preparing cost estimates and funding requirements for facilities to serve projected customers. He develops RUS-approved construction work plans and long-range transmission and distribution system planning guides for cooperative systems. He also develops municipal planning guides for transmission and distribution systems. The system planning guides developed by Mr. Mullen address utilities' needs for transmission, substation, and distribution facilities under normal, projected, and contingency conditions. Utilities use the guides to develop capital requirement programs for budgeting, financing, and rate studies. Mr. Mullen's utility consulting experience also includes rate studies, short circuit flows, reliability studies, gas system plans, mapping projects, and information system plans. Relevant Project Experience Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feedc.; c, large R Keith Mullen, P.E. Tennessee Technological University B.S. in Electrical Engineering R KEITH MULLEN, P.E. customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Mullen was involved with the modeling and analysis of the distribution system and recommended improvements, as well as development of the Master Plan. Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WindMil@ program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configuration. Along with preparing an estimate of capital improvement projects and proposed a viable sequence construction timeline for a 10- year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well. as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. For this project, Mr. Mullen was involved with development of the distribution model, analysis and recommended upgrades. R KEITH MULLEN, P.E. Electrical Distribution System Studies U.S. Army Corps of Engineers, Savannah Distrlct/Barksdale, Shaw, and Moody Air Force Bases The U.S. Army Corps of Engineers, Savannah District, hired R. W. Beck to inspect distribution systems; update maps, databases, and models; and perform analysis, and studies for Barksdale, Shaw, and Moody Air Force Bases, with others to be scoped in the following few months. Field inspections include documentation of any maintenance problems or code violations, inventory, and GPS locating of equipment needed for detailed maps and model. Analysis includes load projections, load flows, voltage drop studies, coordination studies, and recommended improvements. 0 Long -Range Plan Jackson County REMC, Indiana Mr. Mullen was responsible for the analysis of the existing distribution system to determine what deficiencies existed, prepare a summary of the assumptions used to evaluate the future Jackson County REMC electric system, and develop a preferred long-range expansion plan of the system to meet existing and new member load requirements. The study focused on the following goals: ■ Establish growth potential of various geographic areas within the service area ■ Identify several alternative expansion plans using Scott & Scott Distribution Primary Analysis/Graphics (DPG/A) to serve a 69% increase in peak system demand load growth ■ Prepare present worth cost analysis of each alternative to evaluate the most economic expansion plan • Plan for improved service reliability by the construction of distribution tie lines ■ Prepare estimated capital requirements for facilities required to meet the expansion plan Power Supply Study Plateau Electric Cooperative, Tennessee Mr. Mullen reviewed PEC's power supply to accommodate anticipated load growth and reliability, which included updating PEC's load forecast. Specific areas addressed included: ■ Analyze lease purchase options of existing facilities from TVA ■ Identify and analyze alternatives to improve power supply reliability relative to delivery points and the transmission system ■ Analyze expansion plan of the existing substations relative to 69-kV or 161-kV delivery voltage ■ Prepare present worth cost analysis of each alternative to evaluate the most economic expansion plan One -Ownership Study Cullman Power Board, Alabama Mr. Mullen prepared the computer system model development. Based on the load forecast, the team prepared alternatives to accommodate the projected growth and economic evaluations of each alternative developed. R. W. Beck, Inc. 3 P. KEITH MULLEN, P.E. Power Requirements Study LaFollWe Utilities, Tennessee R. W. Beck prepared LaFoliette's 10-year system load forecast of 111.2-MW based on historical trends in consumer and energy sales data. The team developed a substation load forecast to identify substation capacity problems that would be addressed in future construction work plans. System Planning Report Princeton Electric Plant Board/Kentucky R. W. Beck prepared a System Planning Report that involved analysis of the existing electric system and its abilities to meet current and future consumer load demands. R. W. Beck created a computer model of the existing system to evaluate and recommend improvements in a five-year construction plan. Reliability of the existing system power supply arrangements and overcurrent device coordination were also included in the study. RUS System Planning Guides CoSery Elect&Aexas CoSery Electric hired R. W. Beck to develop a system -planning guide to serve as a basis for current and future substation and distribution facilities required. The goals of the system planning guide included evaluating the existing system capabilities considering the projected loading from the load forecast in Phase I and system load allocations based on census tract data; proposing actions to upgrade the overall quality of service to the client's members; and proposing a plan to provide for an orderly upgrade and expansion of the system so that investment in the improvements and new facilities would be in step with the growth in load and revenue. R. W. Beck developed planning criteria, identified exploratory plans to meet long-term projected loading, and analyzed the economics and operation of the exploratory plans. System Planning Guide Sulphur Springs Valley Electric Cooperativelwillcox, Arizona R. W. Beck prepared a guide that included the review and development of system planning and operating criteria as well as serve as a guide for current and future transmission, substation and distribution facilities required. Existing system capabilities were evaluated considering the projected loading from the RUS-accepted Power Requirements Study (PRS). Two solutions were identified and proposed to alleviate existing system problems and economic comparisons were provided for these solutions. The team proposed actions to upgrade the overall quality of service to the client's members and proposed a plan to provide for an orderly upgrade and expansion of the system so that investment in the improvements and new facilities would be in step with the growth in load and revenue. The team prepared two transition plans and a comprehensive final plan to guide in the preferred system development. Ill Mr. Przywara has 25 years of project management, engineering, and consulting experience in distribution and power generation, water and wastewater facilities, commercial/industrial facilities, and process automation control systems. Mr. Przywara's responsibilities have included conceptual and detailed designs, distribution/generation feasibility studies, energy and power analysis, systems integration (Westinghouse, Honeywell, Siemens, Modicon, Allen-Bradley and Bailey PLC/DCS, and SCADA systems), development of specific costs and operational details, preparation of bid proposals and specifications, permitting support, construction phase services, and facilities testing. Through his modeling, analysis, mapping, relaying and field data collection, Mr. Przywara has been key in projects like the ones listed below. Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Department, Californla The Water and Power Department of the City of Pasadena owns and operates - its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficientlyand in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Mr. Przywara was involved with the field assessment and interviews of engineering, operations and maintenance staff as well as on -site data collection and review. R. W. Beck, Inc. Marek Przywara, P.E. Academy of Mines and Metallurgy, Cracow, Poland M.S. in Electrical Engineering B.S. in Electrical Engineering 'a+a'�1i117� MAREK PRZYWARA, P.E. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Przywara was involved with on -site data collection for the distribution maps, models and relay coordination studies. Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WindMil® program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configuration. Along with preparing an estimate of capital improvement projects and proposed a viable sequence construction timeline for a 10- year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Mr. Przywara developed the distribution load fow model, performed the analysis and developed the CIP for the System Study. Meadows Reservoir No. 2 Valley Center Municipal Water District/California Electrical Engineer. Mr. Przywara designed a new electrical power distribution switchboard, control and telemetry enclosures, and electrical controls for a 2 MG welded steel above ground storage tank on a dual tank site. The project included 18-inch CML&C inlettoutlet piping, 8-inch overflow/drain piping, site grading, and appurtenant work. The project also included an electrical power service change from overhead to underground, and demolition of the existing power pole at the site. R. W. Beck, Inc. MAREK PRZYWARA, P.E. DAF Area Power Distribution Reliability Upgrades Orange County Sanitation DisttictWountaln Valley, California Project Manager. Mr. Przywara was responsible for the upgraded Dissolved Air Flotation (DAF) area power distribution system at Plant No. 1. Upgrades included modiftication to the load distribution between the "A" and "B" buses to allow for isolation of critical loads. Work also included design for medium and low voltage power distribution switchgears, MCCs and panels, sized transformers, cables, conduits, breakers, switches, over -current protection for feeders, branch circuits, and motors. Mr. Przywara prepared single -line diagrams, elementary diagrams, physical schemes, SWGR and MCC elevations, voltage drop, and electrical system protective device coordination. Mobile Substation Readiness Project City of Riverside Project Engineer. The City of Riverside requested R. W. Beck, Inc. to prepare an instruction manuals for the use of their two mobile substations. The professional engineering services required for the project consisted of the following major Tasks: Task 1 — Create Operating Instructions Manual for Mobile Substation No. 2 Task 2 — Update the Operating Instructions Manual for Mobile Substation No. 1 Task 3 — Evaluate the Condition of Mobile 1 and Recommend Necessary Upgrades The instruction manual included instructions and checklists to Riverside electrical crews to set-up and install the mobile substation including, high -voltage connections, medium voltage connections, grounding connections, and switching. The manual also included instructions for the mobile removal from the operation. The mobile standard installation/connection included the tie down cables between the 69-kV high voltage overhead line and mobile disconnect and 12/4-kV mobile terminal connections with the failed transformer switchgear including material lists. Power Plants, Commercial /Industrial Projects Mr. Przywara has served as electrical engineer/project manager for numerous power plants, for which he has performed the following tasks: ■ Development of specific costs and operational details, and detailed engineering designs ■ Preparation of bid requests and specifications, project management, facilities testing, and energy and power analysis • Development of programmed and modified control systems for a fog delivery system applied in air cooling intake for combustion turbines used in power generation. ■ Replacement of existing NMC monitors with a new state-of-the-art microprocessor -based MGPI system for process, effluent, and area monitors, including system integration with a SCADA system ■ Modification to Bailey NET90 and 1NFI 90 Data Acquisition System for power plants and cogeneration stations; and programmed the digital logic, process control, graphics, and operator interfaces, etc. for all plant controls ■ Performing total loop uncertainty for Thermon heat trace channels used on effluent monitoring system, and modified the sample line heat trace to meet the effluent sampling requirements R. W. Beck, Inc. • Designing and modifying process automation for industrial/commercial and manutacturing industry; developing programmed and modified DCSs and p.Cs; providing real-time UO data, designing and planning integration of machinery and equipment to improve performance and reliability; and designing electrical power systems including switchgears and MCC9 • Designing and/or approving power distribution and loading schedule in compliance with NEC and California Energy Conservation Regulation — Title 24; sizing transformers, cables, conduits, breakers, and switches; providing over -current protection for feeders, branch circuits, and motors; and developing elementary diagrams, one -line and loop diagrams, physical schemes, lighting, telecommunication, and power outlet layout R. W. Beck, Inc. 4 3 As a Senior Consultant with R. W. Beck, Mr. Wessel provides distribution design, inspection, inventory, and mapping services for j� electrical facilities. Located in Brownsville, Indiana, he has an extensive background in electric utility operations, engineering, and management. +7 Prior to joining R. W. Beck, Mr. Wessel held various positions during his r, 45-year career with Jackson County REMC, including groundman, member services staff, and engineer. He ultimately held the post of Operations and Engineering Manager, responsible for design, construction, operation, and maintenance of Jackson County REMC's !' electrical distribution system. Mr. Wessel, like many others on the team designated for the City of Vernon's Electric Distribution System Master Plan, was involved in similar services for Pasadena Water and Power Department and the City of Banning. Distribution Line Engineering .3 Mr. Wessel performs field evaluation, engineering, and design of 3 electrical distribution line improvements. His responsibilities include upgrading deteriorated facilities to meet current NESC and construction standards, upgrading existing electrical lines to increase capacity and voltage rating, and reviewing construction and operations practices, and recommending improvements where appropriate. Inventory and Mapping ' Mr. Wessel has led and participated in field teams collecting GPS data, circuit connectivity, and inventory of electrical facilities. These services 3 have been provided to municipalities, rural electric cooperatives, and military installations. Electrical Distribution System Operations In his previous experience as Operations and Engineering Manager for Jackson County REMC, Mr. Wessel was responsible for design, construction, operation, and maintenance of a 2,600-mile $40 million electrical distribution system. He performed the following tasks: ■ Designed and developed the interconnection system to tie together • 18 wholesale delivery points for improved reliability and ease of maintenance ■ Pioneered narrow profile construction and developed standard drawings ■ Developed and presented training programs for field personnel in i Basic Electricity, Transformers, Three -Phase Systems, and System Protection I ■ Responsible for design, power factor improvement, sectionalizing i studies, construction work plans, and other engineering functions Lowell Wessel International Correspondence School Electrical Engineering U.S. Air Force Electronics Training LOWELL WESSEL Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Deparhnant, California The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions.over the next two decades. Mr. Wessel was responsible for review ing distribution construction standards and O&M practices and providing recommendations for the Master Plan. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Wessel performed the field data collection for the distribution maps and load flow model. Additional Expertise Mr. Wessel has participated on the project teams of the following projects: ■ Electric System Privatization Study including GIS Mapping, Inventory, and Evaluation — Camp Pendleton, CA LOWELL WESSEL ■ Electrical Distribution Study including GIS Mapping, Inventory, and Evaluation — U.S. Army Corps of Engineers — at the following locations: • Barksdale AFB — Shreveport, LA • Shaw AFB — Sumter, SC • Offutt AFB — Omaha, NB ■ Nellis AFB — Las Vegas, NV • Moody AFB — Valdosta, GA ■ Beale AFB — Marysville, CA ■ Langley AFB — Hampton, VA • Dyess AFB — Abilene, TX ■ Indian Springs AFB — Indian Springs, NV • Cannon AFB — Clovis, NM R. W. Beck, Inc. 3 Ms. Lawson is a civil/structural engineer with experience in the design, construction, and project management of substations and transmission lines. Her professional experience includes site selection studies, line routing, conceptual designs, permitting and construction designs, preparation of specifications, preparation of spill control and countermeasure plans, and preparation of budgets and construction cost estimates. Ms. Lawson's experience also includes construction bid document preparation, construction bid evaluation, and construction management. As a project manager, she has been responsible for budget, project schedule, permitting, design, and construction of projects. i Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Department, california Project Engineer. The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Ms. Lawson provided a seismic vulnerability analysis and made recommendations for structural improvements. Ebey Slough Transmission Lines Emergency Restoration Plan Puget Sound EnergyAWlevue, Washington Project Engineer. In conjunction with the Emergency Restoration Plan being prepared by R. W. Beck, Ms. Lawson designed the pile foundations for a 11 S-kV H Frame transmission line and a 230-kV H frame transmission line. Since the transmission lines traverse a wetland Theresa A. Lawson, P.E. Gonzags University B.S. in Civil Engineering University of Washington M.S. in Civil Engineering E THERESAA. LAWSON, P.E. area with a potential of flooding, she also investigated alternative construction methods for the transmission line during flood conditions, minimizing impacts to the wetland, and prepared cost estimates. Vituilli 115/12.5-kV Substation Puget Power/Woodinville, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this substation. This project included site preloading and settlement monitoring prior to construction of the facilities. Geotechnical studies revealed unstable soil conditions and concern for differential settlement between the transformer and the solid aluminum bus, the dead-end tower foundation, and the underground utilities and connections offsite. To contain a potential transformer spill from transformer entering the storm drainage system, spill prevention control measures were used, including a barrier and automatic shutoff valve system. Cambridge 115/12.5-kV Substation Puget Power/Kent, Washington Civil/Structural Engineer. Ms. Lawson performed detailed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project. As part of the permitting requirements for storm water, a detention basin and biofiltration system were required to mitigate downstream impacts due to increased stormwater flows and water quality. Grady Way 115/12.5-kV Substation Puget Power/Renton, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project. Geotechnical studies revealed unstable soil conditions and concern for the ability of soils to support the overturning moment on the dead-end structure foundation and settlement of the transformer foundation.. Shuffleton 115-kV Switching Station Yard Addition Puget Power/Renton, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project, including design of soil preloading. Geotechnical studies revealed unstable soil conditions and concern for the dead-end structure foundations settlement due to the overturning moment on the structures. Bucklin Hill 115-kV Switching Substation Puget Power/Kbap County, Washington. Civil/Structural Engineer. To accommodate a Department of Transportation interchange project, Ms. Lawson performed design analysis and prepared drawings and specifications for a new access road to the existing facility. Intermountain Power 230-kV Transmission Line Puget Power/Kittitas County, Washington Project Manager. Ms. Lawson was responsible for the route selection study and environmental permitting for the reconstruction and upgrading of this transmission line from 115-kV to 230-kV. The U.S. Forest Service was the lead agency for the environmental permitting of the project. The transmission line route was on BLM lands, tribal lands of the Yakama Indian Nation, a proposed trail by E F 2 THERESAA. LAWSON, P.E. the State of Washington, and a proposed expansion of the Yakima Firing Range by the U.S. Army. The existing 115-kV transmission. line was a portion of a line constructed for an electric train line across the state. The 115-kV single -pole line was in a deteriorated condition; therefore, the rebuild was planned at 230 kV for future power transfer from eastern Washington, with initial operation at 115 kV. Three alternative routes were studied with both single wood -pole structures and H-frame wood structures. The preferred route followed the original mute with some minor changes to maintain the existing crossing of Interstate 90, the crossing of the Columbia River and to reduce the additional right-of-way required for the project. N White River Generation Station Puget Power/PWce County, Washington CiviMructural Engineer and Construction Manager. Ms. Lawson was responsible for the slope protection design to keep personnel safe and prevent damage to electrical equipment from the raveling slope adjacent to the facility. She was also responsible for the design, construction, and monitoring of weirs for measure of seepage from earthfill dams. White River Generation Station Puget PowedPierce Country, Washington Construction Engineer. Ms. Lawson was responsible for daily monitoring of construction progress and quality control. The project consisted of replacing a wooden flume with a concrete flume using a high - strength concrete mix. Due to the allowable time between the batch plant and the pour site, the mix required an on -site batch plant. West Auburn Substation Puget Power/City of Auburn, Washington Civil/Structural Engineer. Ms. Lawson was responsible for the civil engineering site development of the project, including site layout, drainage, foundations, and the electrical equipment structure. Mt. Si Switching and Transmission Station Puget Power/King County, Washington Project Manager. Ms. Lawson was responsible for the project, which included a property swap with a real estate developer within a proposed master plan community. In addition to the station, the final phase development included eight 115-kV lines and four 230-kV lines to the site. Negotiations with the developer included transmission line corridor locations and adjacent land use. Alderton 115-kV Transmission Station .Puget Power/Plerce County, Washington Project Manager. Ms. Lawson was responsible for the budget, permitting, design, and construction of a new transmission station and associated transmission lines, including the conceptual ultimate development of the project. The station's initial operation is a 115-kV switchyard with a 12.5/115-kV substation. The ultimate build -out includes both 230-kV and 115-kV lines. The project included construction of wetlands for the station yard and the impact of installation of transmission line poles within the designated wetlands. R. W. Beck, Inc. 3 THERESAA. LAWSON, P.E. General Stores Building Seismic Upgrade and Reroof Project Puget Power/Renton, Washington C Construction Manager. Ms. Lawson was responsible for the construction management of the facility seismic upgrading and reroof project. The facility was occupied and remained in full operation during this upgrade. Protection of employees from potential debris and airborne contaminants was included in this project. C Tiger Mountain Communications Tower Puget Power/King County, Washington Construction Manager. Ms. Lawson managed the construction of a microwave communication foundation and tower. The project consisted of four auger -cast foundations and construction of a more �* than 200-foot-tall steel communications tower for a microwave communication system. Ybarra 66/16.5-kV Substation and Transmission Facilities City of Vernon, California Project Engineer. The City of Vernon retained R. W. Beck to prepare detailed design and bidding documents for this new 66/16.5-kV substation. It was constructed to increase the City's load -serving capacity and consists of a four breaker ring bus arrangement on the 66-kV side, two 66-kV transmission line connections, two 30/40/50 MVA power transformers, and a 16-kV metal -clad switchgear. Six 16-kV underground feeders exit the substation to interconnect with existing 16-kV feeders at various locations. Ms. Lawson was responsible for the civil and structural engineering of the substation. Grayland 115/12.47-kV Substation Grays Harbor Public Utility District/Washington Project Engineer. Ms. Lawson was responsible for civil and structural engineering of this new 115/12.47-kV substation. Ms. Lawson designed the structures and foundations for the substation equipment and oil containment. The substation included a simple line terminal with a circuit switcher for transformer protection, a 15/20/25 MVA power transformer and a lineup of 15-kV metal -clad switchgear. Provisions were made for a future second transformer and line terminal. Montesano 115/12.47-kV Substation Grays Harbor Public Utility Distrie Washington Project Engineer. Ms Lawson was responsible for overall civil and structural engineering to upgrade this existing 115/12.47-kV substation. The existing substation included dual 115/12.47-kV power transformers, each fed by radial 115-kV transmission lines and six 12.47-kV distribution circuits. To increase supply reliability and switching flexibility, a new 115-kV bus was installed with circuit breakers for the transmission line terminals. Further upgrades to the substation included new distribution feeder relaying and controls, as well as the installation of a new PLC -based remote terminal unit for SCADA application. Satsop Park Substation Grays Harbor Public Utility District/Washington Project Civil/Structural Engineer. Ms. Lawson was responsible for the civil and structural design for a new 230/12.5 kV substation to serve a high-tech and industrial business park being developed at Satsop, Wasljiogton. The substation will initially be energized off a looped.115-kV transmission line connection, but the substation configuration and equipment allow simplified, cost-efficient conversion to a radial THERESAA. LAWSON, P.E. 230-kV feed once the business park load exceeds the capacity of the 115-kV source and the first dual - rated 115- x 230-kV 25/33.3/41.7 MVA transformer. This fast -track project anticipates a total time from project kickoff to commercial operation of the substation of only 12 months. Ms. Lawson designed site grading, drainage, equipment support structures, and the physical layout of the substation. She also prepared construction specification for the project and provided additional engineering during construction. Adams Street 115/12.47 kV Substation Grays Harbor PUD/Washington Project Engineer. Ms. Lawson is currently responsible for the civil and structural engineering of this new 115/12.47-kV substation, including design of site development foundations, structure, and oil containment. The project is located on soft soils with the potential for liquification during a seismic event. Ms. Lawson is responsible for the design of the pile foundations for the project. The substation includes a simple line terminal and a circuit switcher for transformer protection, a 15/20/25 MVA power transformer, and a lineup of 15-kV metal -clad switchgear. Boundary Dam Rehabilitation Program — AC Station Service Seattle City Light/Washington Project Engineer. Ms. Lawson was responsible for the civil structural design for the AC station upgrade project. Major components of the project included a precast concrete building for switchgear, batteries, communications, and a standby generator. The building was sited on uncontrolled fill, which has experienced ongoing settlement. The building was designed to be supported on piles socketed into bedrock. The piles ranged in depth from 30 to 120 feet. Ms. Lawson also provided engineering during construction for the project. Mountain View Substation Riverside Public UtilitiesMalifornia Project Engineer. Riverside Public Utilities is upgrading Mountain View Substation, including replacement of the 69-kV oil circuit breakers with gas -insulated breakers. Ms. Lawson is responsible for the civil structural design for upgrades to the facility, including foundation and structural design. She is also responsible for the seismic review of an existing 69-kV lattice bus support structure based on current codes using RISA31) software. Sweet Gum Flats LaFollette Utilities Board/Tennessee Project Engineer. Ms. Lawson designed the foundations for this 161/12.47-kV distribution substation. The site had mine spoils up to 60 feet in depth and was subject to potential settlements of up to 6 inches. The high settlements of the fill materials and downdrag from the settlement of the fill materials made traditional foundation or friction pile designs impractical. The foundation solution for this project was to support the equipment on micro -piles extending through the fill and the underlying rock to support the structure. Micro -pile design uses a steel -cased section through the fill materials; it utilizes the bond between the grout and rock to support the foundation loads. Seattle -Tacoma International Airport Electrical Infrastructure Upgrade Port of Seattle/Washington _ Project Engineer. Ms. Lawson is the responsible -civil and..stnictural engineer for a series of ongoing electrical infrastructure projects at Seattle -Tacoma International Airport. She has been involved in the R. W. Beck, Inc. THERESAA. LAWSON, P.E. design of electrical ductbanks for feeders, design of electrical manholes, expansion of existing electrical manholes, upgrades of equipment in the terminal building, South Main Substation, and North Main Substation. The South Main and North Main Substations facilities include a switchgear building with two line-ups of 15-kV metal -clad switchgear and ductbanks connecting to existing facilities. Ms. Lawson was also involved in the site selection process and design for the proposed North Main Substation. She has provided engineering during construction support for the projects. Spill Prevention Control and Countermeasure Plans PUD No.1 of Benton CountyACennewl* Washington Project Engineer. Ms. Lawson was responsible for updating Spill Prevention, Control and Countermeasure Plans per Title 40, Code of Federal Regulations, Part 112. Project tasks included verifying that improvements to spill control systems and upgrades to existing substation facilities were implemented and updating the plans to meet current regulations. Interbay Gas -Insulated Substation Seattle City 1.ightlWashington Project Engineer. Ms. Lawson was responsible for the civil and structural elements of implementation of a new urban substation. The project included feasibility studies of an air -insulated substation and a gas -insulated substation; development of criteria for substation design; and a Design, Procure, and Construct Specification. Lane -Irvington 115-kV Transmission Line Foundations Eugene Water and Electricity BoardMregon Project Engineer. Ms. Lawson designed the foundations for this 115-kV transmission line crossing agricultural land. The task involved structure modeling to confirm selection of wood -pole equivalents by EWEB, then determining base reactions for foundation design. Greotechnical investigations included borings at each of the eleven structure locations. Phillips 66 Substation Upgrade Whatcom County Public Utility DistrictlWashington Project Engineer. As a part of the rehabilitation of an existing 115-1.3.8-kV substation, Ms. Lawson was responsible for the design of an oil containment system. Spill Prevention Control and Countermeasure Plans Merced irrigation District, Calilomia Project Engineer. In compliance with Federal and State of California regulations, Ms. Lawson prepared spill prevention control and countermeasure plans for two hydro generation facilities, one fueling station, a fuel storage yard, a transformer storage yard and three 115 kV 12.5 kV substations. As a Principal Engineer with R. W. Beck, Mr. Byerley offers clients over 40 years of invaluable experience and knowledge in engineering design, employee and facility management, and technical evaluation for utilities. His diverse range of experience in working with utilities allows him to critically examine all aspects of a utility's operations. His responsibilities include line routing, siting, engineering design, procurement, and project management of substation projects from 46 kV through 500 kV and for transmission and distribution projects from 13 kV through 500 kV. Mr. Byerley serves as Owner's Engineer for design -build power delivery projects. He investigates equipment failures and other system problems and provides analyses, recommendations and testimony as needed. Mr. Byerley joined R. W. Beck in 1995 after retirement from a 33-year career with Tennessee Valley Authority (TVA), where he gained exten- sive experience in power delivery planning, engineering, construction, and operations. Mr. Byerley was Manager of Transmission Engineering and Construction at TVA, and was responsible for additions and modi- fications to transmission lines, plant switchyards, substations, and power control telecommunications, as well as siting, routing, public meetings and hearings, negotiations with land owners, surveying, engineering, procurement, construction, contracting, transportation, and heavy equipment. He managed 350 craft employees, 250 engineering and support employees, and 350 contract employees, and oversaw a $120 million per year capital improvement program. Relevant Project Experience Asset Condition Report KKR - CIBC World Markets R. W. Beck was retained by CIBC World Markets to review and offer an opinion and report on International Transmission Company's transmission system with respect to the Assets' condition, the performance of the system and the adequacy of projected budgets for capital and system maintenance. The Assets included approximately 2,414 miles of transmission lines operating from 120 kV to 345 kV, 164 miles of which are underground, and 39 substations. Mr. Byerley provided system performance assessment and review of the projected budgets. Systems Evaluations Chase Securities Performed an independent engineering evaluation of the state-owned distribution and sub -transmission systems of the State of Coelce, Brazil for Chase Securities. The purpose of the evaluation was to secure loans in the amount of $800 million for a private purchaser. The evaluation James S. Byerley, P.E. University of Tennessee B.S. in Electrical Engineering JAMES S. BYERLEY, P.E. included a review of the engineering and operating records; on -site inspection of the facilities; and interviews with key company employees. Owner Engineer/Construction Management Tampa Bay Water Company Assisted Tampa Bay Water Company (TBW) in negotiating a contract with Tampa Electric Company (TECO) to relocate a seven mile section of 230 kV transmission line to provide right-of-way for a major new water main. Reviewed TECO plans, specifications, materials, and cost estimates to ensure compliance with contract. Provided on -site inspection during construction. Reviewed and approved all design changes and Change Order Requests from contractor. Reviewed and approved contractor invoices. Wolf Hills 138 W Substation Bristol Virginia Utilities Provided design, procurement, and construction specifications and construction management for a new 138-69 kV, 150 MVA substation. The Client had an urgent need for the facilities, so this project was handled on a fast track schedule and energized 10 months after design began. Highland; Illinois 138 W Transmission Line Project Illinois Municipal Electric Association Provided design and construction specifications for 13 miles of 138 kV transmission line with optical shieldwire between the cities of Highland and Aviston, Illinois, and a 75 MVA, 138-34.5 kV substation at Highland. Six of the 13 miles had 12.5 kV underbuild construction. Responsibilities included structure spotting, field investigation, preparation of Corps of Engineer and Railroad permits, and coordination with local utilities. Also included was preparation of bid and construction specifications. When the route was initially selected, Mr. Byerley assisted IMEA with public meetings, after which time the regulatory rules were changed in Illinois. Mr. Byerley then successfully assisted IMEA in obtaining approval before the Interstate Commerce Commission. Two -Year System Improvement Program Powell Valley Electric Cooperative (RUS)INew Tazewell, Tennessee Assisted Powell Valley Electric Cooperative (PVEC) in addressing general system improvements and transmission system reliability issues and developing a Two -Year System Improvement Program. The PVEC transmission system would no longer provide single contingency service for the current load, and either the 69 kV or the 161 kV transmission system required improvement. Total cost of the improvements was in excess of $13,000,000. Three selected components are listed below: Tazewell -Kyles Ford 161 W Transmission Line The transmission project consisted- of 35 miles of 161 kV transmission line, including design of 29 structure types consisting of steel single -pole H-frames and multi -pole angle structures through the Powell Mountain Range. R. W. Beck provided design specifications and drawings, RUS Design Manual development, structure spotting, and survey coordination. Sneedville 161 W Substation Assisted PVEC with design, coordination, and construction scheduling for a new 161-25 kV dist.ribmion r r JAMES S. BYERLEY, P.E. r i substation in the Sneedville area. Included were installation of two 15/20/25 MVA power transformers, one 161 kV circuit switcher and incorporating PVEC's existing 25 kV switchgear. In addition, a new , relay control building was procured to accommodate the substation batteries and protective relays. 1 Keokee 69 W Substation Assisted PVEC with design of a new 69-34.5 kV substation to serve the Sigmon Coal Company in Keokee, Virginia. This substation included one 10 MVA power transformer, one 34.5 kV recloser and associated structures, bus, switches, and other miscellaneous equipment. This substation, although not i temporary, was designed to be easily relocated to another mine location if need be, with minimum loss of investment. j 46/12.5 W Breeding Park to Poplar Creek Transmission Line Athens Electric Department, Alabama Designed 3.5 miles of 46 kV transmission line with single -circuit underbuild, including concrete pole design, structure spotting, and field investigation. Construction was a concrete pole and wood pole mix. a 46 W and 13 kV Transmission Line Additions/Modifications Athens Electric Department, Alabama The Athens Electric Department experienced growth such that a second delivery. point was needed to serve the City of Athens. The second delivery point located west of the City required significant additions to the transmission system to allow the City to be served from either of the two delivery points. In addition, distribution improvements were required throughout the system. R. W. Beck provided engineering and design for the additions to the transmission and distribution system. The six transmission projects included approximately 7 miles of new 46 kV transmission lines and upgrading of approximately 13 miles of existing 46 kV line. In addition, approximately 75 miles of new and rebuilt 13 kV distribution circuits (three-phase feeders) were required. Services provided by the firm included survey, design, material specifications, easement acquisition, and construction administration. Socrum 69 W Substation City of Lakeland, Florida R. W. Beck served as Owner's Engineer on a fast -track project to write an Engineer/Procure/Construct (EPC) specification and contract for the client to put out for bid. The Socrum substation consisted of a 69-13 kV, 30 MVA transformer; two 69 kV incoming lines; and three additional 13 kV feeders. In order to meet the client's system requirement, the EPC contract, which covered both business and technical requirements, was written and issued within two months. Mr. Byerley evaluated bid responses, recommended award, and provided quality assurance of the EPC contractor. McGregors Chapel 161 W Substation Pontotoc (Mississippi) EPA Provided engineering and design for a new 161-12x25 kV, 40 MVA substation with provisions for expansion to 60 MVA. Tennessee Valley Authority (TVA) was planning a new 161 kV switching station adjacent to the Pontotoc EPA's proposed substation site, and requested that Pontotoc EPA purchase enough property for both facilities. Mr. Byerley assisted Pontotoc EPA with the agreements regarding land acquisition, division, and preparation. R. W. Beck, Inc. JAMES S. BYERLEY, P.E. ADDITIONAL RELEVANT TVA EXPERIENCE Power System Operations Served as Nashville District Manager of Power System Operations at TVA. Responsible for all phases of system operations and maintenance, including customer relations for approximately 15 percent of TVA's total load which included its largest cooperative and second largest municipal customers. Transmission Planning Ten years experience as an engineer and supervisor in transmission system planning, including economic studies, long and short range system engineering studies, load forecasting, project development and approval, and system relaying and protection. Negotiations Served as a TVA management representative in contract language and wage negotiations with the Tennessee Valley Trades and Labor Council. Emergency Restoration and Preparedness Served as second -in -command in the TVA Emergency Control Center in Chattanooga during periods of system crisis. Helped direct powerrestorations following the Huntsville, Alabama, tornadoes (1989), the Oak Ridge/Lenoir City, Tennessee, tornadoes (1993), the East Tennessee blizzard (1993), and the ice storm in the south-central United States (1994). Developed emergency preparedness plans and conducted emergency drills (for example, New Madrid earthquake drills). Benchmarking Initiated and directed one of TVA's first benchmarking efforts with Houston Light and Power Co., Bonneville Power Administration, Pacific Gas & Electric Co., and Duke Power Co., and oversaw numerous other benchmarking efforts with utility and non -utility companies. Training Taught various classes to managers and employees including Customer Focus, Benchmarking, Managing Change, Tools & Techniques, Empowerment, EEO Law, Dealing with Diversity, Win -Win Negotiations, and Process Redesign. Professional Memberships ■ Senior member, IEEE and member, ASCE ■ Past member, EPRI Electrical System Division and EPRI Overhead Lines Task Force ■ Professional Engineer registered in Alabama (21036), Florida (51617), Illinois (62-50237), Indiana (19700417), Mississippi (13112), Tennessee (6448) and Virginia (39579). Mr. Stevenson is a substation designer with R. W. Beck who brings to the City of Vernon a broad knowledge of substation control system design. He provides invaluable input to the projects he manages. He has prepared one -line diagrams, control schematics, relay panel, plan, and section drawings, site arrangements, 3-D substation models, electrical equipment plans and sections, foundation plans and details, circuit and material lists, grounding plans, conduit plans, connection diagrams, shielding plans, site grading plans, and control building layouts. Prior to joining R. W. Beck, Mr. Stevenson had three years of experience in substation control systems design and manufacturing with Clark Control Systems. Working as a Project Manager he coordinated the design, scheduling, and construction of projects. Mr. Stevenson has a comprehensive knowledge of various protection schemes and philosophies used throughout the electrical system today, and will provide the substation -related expertise needed in conducting the City's Electric Distribution System Master Plan. Relevant Project Experience Wolf Hills & North Bristol Substations Bristol Virginia Utilities Board, Virginia Upon the selection of American Electric Power (AEP) as Bristol Virginia Utilities Board's (BVU's) transmission and energy supplier, BVU needed to establish an electrical connection with AEP without using third party facilities. It was therefore agreed that BVU would construct a new Wolf Hills Substation on a site adjacent to AEP's Wolf Hills Switching Station and make the new interconnection on AEP's 138 kV bus. The available site required a very compact design for the 150 MVA substation. After completion of the Wolf Hills Substation, BVU desired to make a second connection with AEP to improve the reliability of their power supply. In designing the North Bristol substation modification, R. W. Beck worked around limited space and the presence of third party facilities between BVU and AEP that prevented BVU from making the interconnection inside the station. The situation was further complicated by the fact that a third parry owns the 138 kV circuit breakers protecting the BVU transformers. The only land available for the interconnection, which included one 138 kV breaker and two 138 kV circuit switchers, was about 0.5 acre on a steep hillside with a 1:2 slope. R. W. Beck provided design and construction oversight services for the interconnection to AEP's switching station for the initial and the second interconnection. Our team made the interconnection to AEP by shifting the total BVU load to the new Wolf Hills Substation immediately upon energizing. Both facilities were energized on budget and ahead of schedule. Adam Stevenson ITT Technical Institute: BS in Electronic Engineering Technology ADAM STEVENSON Cross Generating Station Santee Cooper, South Carolina Santee Cooper contracted R. W Beck to complete the connection diagrams for the control panels in their Cross Generating Station. This work was done in two phases. These wiring diagrams were completed using schematics, control panel front views, device layout drawings, and a material list supplied by Santee Cooper. Before the work commenced on the project, R. W. Beck will visited Santee Cooper to discuss project specific details and to further understand Santee Cooper practices. Once the connections were implemented on the drawings, R. W. Beck performed an internal review comparing the wiring diagrams to the schematics and reviewing the drawings for conformance to Santee Cooper practices. After the internal review and revision as necessary, the drawings were be submitted to Santee Cooper. Additional Experience In addition to the select projects listed above, Mr. Stevenson has been involved with numerous other substation design projects including his assistance in designing Central Substation for the City of Huntsville, Alabama and his work on Mt. View Substation for the City of Riverside, California. 2 STEVENSON Presented below is R. W. Beck's total not -to -exceed cost for the implementation of the City of Vernon's Master Plan. The tables included below detail man-hour estimates per task, the hourly billing rates of personnel to be used on the project, along with other associated costs that have been budgeted to accomplish the work as it is described in Section 3, and in accordance with the schedule provided in our proposal. Our total not -to -exceed cost of $270,000 is all inclusive and demonstrates our understanding of the need to emphasize efficient project management, detailed technical assessments, a comprehensive improvement plan, and a robust Master Plan. The project cost is described as follows: Phase 1 $1109000 Phase II $160,000 Total Project Cost $270,000 Labor Hour Estimates PHASE Project Management 155 Electric Demand 28 Reliability 176 Key Analyses & Evaluations 105 Improvement Program 161 Final Report 92 PHASE II Project Management 170 Reliability 590 Key Analyses & Evaluations 244 Improvement Program 145 Final Report 153 TOTAL 2,019 FEE SCHEDULE The Budget and schedule include specific project management tools such as monthly meetings, statics reports, and coordination meetings to facilitate communication and keep the project on track. FEE SCHEDULE Range of Hourly Billing Rates Effective January 1, 2006 through December 31, 2006 (Amounts in U.S. Dolkn) Client Manager $245 Project Manager $180 Senior Engineer $160 Engineer $125 Senior Technician $90 Technical Writer $100 Project Assistant $50 Unit Cost Rates Effective January 1, 2006 (Amounts in U.S. Dollars) Reprographics Blueline copies .10%a .80/sq.ft Prints (plain paper) .90 sq. ft Prints (velum) ea Photocopies (13 W) .10 Photocopies (color) .60/ea Photocopies (11x17 .50%a .20 sq. ft Plotting Communication/Telephone Actual cost Shipping0elivery Actual cost Facsimile $1.00/per page Special -use Software Charges (if applicable) $50 to $500 per project Travel Expenses Actual Cost E EXHIBIT B /=� CITY OF VERNON LIGHT & POWER DEPARMENT ELECTRIC DISTRIBUTION SYSTEM MASTER PLAN REQUEST FOR PROPOSAL ATTACIAIENTS: Transmission Single Line Drawing System Layout Drawings Standard Contract City of Vernon REQUEST FOR PROPOSALS TO PREPARE A ELECTRIC DISTRIBUTION SYSTEM MASTER PLAN 1. INVITATION FOR PROPOSALS The City is seeking the services of a qualified, experienced firm (Consultant) for the preparation of an Electric Distribution System Master Plan for the Vernon Light and Power Department. The Project will include analyzing the electric distribution system, reviewing the planned development needs, recommending new, replacement, and upgraded infrastrucxure to meet existing and planned development, recommending ways to meet regulatory requirements, maintain service reliability and efficiently operate the electric distribution system, generating a prioritized list ofrequired improvements with the associated rewurves and costs required for implementation. The time allocated for the completion of the Master Plan is three months from the Notice to Proceed. Parties interested in responding are asked to submit 4 copies of the proposal no latex than December 21, 2005. Proposals will be received at the Office of the City Clerk, 4305 Santa Fe Avenue, Vernon, CA 90058-0805. A proposal received by the City Clerk after the time set shall not be considered. The City reserves the right to reject any or all proposals, to waive any technicalities, informalities, and irregularities, to accept or reject all or any part of the proposal, and to be the sole judge of the suitability of the proposals offered. A mandatory pre -bid conference will be held on November 29, 2005 to resolve any questions regarding this Request For Proposal. The conference will be held at 4305 Santa Fe Avenue, City Council chamber, Vernon, CA from 1:00 p.m. to 3:00 p.m. Sample data and background information and questions about the project can be made available at the meeting upon written request. All requests shall be submitted via email to Sam Grossman at sgrossman@ci.vernon.ca.us no later than November 15, 2005. 2. BACKGROUND The City of Vernon, Light and Power Department is a municipally owned and opera% ate currently serving a five square mile area consisting primarily of industrial and commercial customers. Vernon owns and operates its own power generating station and distribution system which resides within the California ISO control area, and is interconnected with the California ISO through Edison's 230/66 kV at Laguna Bell Substation. Vernon's power distribution system consists of 66 kV stab -transmission and the 16 kV and 7 kV distribution systems. Five 66 kV sub -transmission lintels originates east of Vernon and enters Vernon City limits on the east and south end of the City. Vernon has four receiving/distribution stations consisting of Vernon, Leonis, Ibarra and Malkaenhorst Substation. Vernon's system peak demand is approximately 190 MW with an expected increase of 25 MW by the and of 2006. Vernon has 64 7 kV circuits with declining load and 16 16kV circuits with increasing load. Vernon 7 KV system is a delta system high resistance grounded through a wye connected ground bank while the 16 kV is a wye connected solidly grounded system. Vernon also has a 134 MW combined cycle unit that is located and interconnected to the Vernon Substation 66 kV bus. The unit is planned to be on line as a based load plant following Vernon's load between 60MW to 134MW. 4 3. sCOPE OP' WORK The Vernon Light and Power Department is seeking the services of a Consultant to provide the following: Develop an Electric Distribution System Master Plan that will act as a road map and guide for the Vernon Light and Power Department to meet the business objective of provkft reliable and cost effective electric service for our customers well into the 21' Century. The focus of this Master Plan will be to analyze and identify the improvements required for Vernon's electric distribution system to meet the following performance objectives through the ten-year planning horizon. • Adequate system capacity to meet service demand • Maintain service reliability • Maximize resources and busshmm opportunities • Operate and maintain the distribution system safely, efficiently and in conformance to regulatory requirements. The Master Plan will include analyzing the electric distribution system, reviewing the planned. development needs, recommending new, replacement, and upgraded nn$astructire to meet existing and planned development, recommending ways to meet regulatory requirements and efficiently operate the electric diem-bution system, and genes uM a prioritized list of required improvements. Review, analyze and evaluate engineering operation and prances- 5 TASK 1. PROJECT MANAGEMENT 1-A Project Schedule and Status ROM Consultant shall submit an initial schedule with pertinent milestones for the major tasks involved in the Project. The schedule shall be updated monthly, or more often, as reasonably required by Vernon's Project Manager. Consultant shall submit an updated project schedule and monthly status report with its monthly billings. Invoices will not be processed if the project schedule and the status report are not attached. The time allocated for the completion of the Master Plan is three months from the Notice to Proceed 1-B Meetings Consultant's representative and Vernon shall meet not less than once a month during all phases of the Project. Consultant shall assign appropriate engineering specialty staff or principals, or arrange for appropriate subcontractors to accompany the Project Manager, to attend meetings with Vernon. Consultant shall submit a copy of the meeting agenda to Vernon, for review, five (5) working days before each meeting, and before distribution, record the minutes of all meetings, and submit a copy of the meeting minutes to Vernon, for review, within five (5) working days after each meeting, and before distribution. Consultant's engineering fee shall include the time and cost of meetings with Vernon and other parties. 1-C Data Collection Consultant shall collect and document data necessary to support its findings. The data collection. effort will include, but not be limited to, the following: Researching As -Built drawings, records, and project files; Reproducing documents, drawings, and maps; interviewing staff; Visiting facility sites; and Gathering information from other agencie$ and companies. Data related to the Master Plan may reside in the Light and Power Department, Community Service Department, and other departments of the City. Consultant shall coordinate all contacts with other Departments through Light and Power Engineering team to obtain the necessary information for the Project. All data collected verbally shall be confirmed in writing. All original data shall be returned immediately after Consultant has reproduced them for its use. The Final Report of the Master Plan, as further described in Task 6 of this Scope of Work, shall contain copies of all data reviewed and/or used by Consultant during the Project. 31 I -D Deliverables Meeting Agenda (delivered 1 working day before meeting): 1 hard copy -and electronic cVy-, Meeting Minutes (delivered 5 working days after meeting): Hard copies to each attendee and an electronic copy; Monthly Status Report: 1 hard copy and electronic copy; Monthly Updated Project Schedule: 1 hard copy and electronic copy; Copy of letters and memoranda and electronic copy; Copy of data reviewed and/or used during Project and electronic copy. 7 TASK 2. ELEC MC DEMAND 2-A Demand Projections Consultant shall calculate Vernon's current and projected electric demand through year 2020 according to Vernon's General Plan. Consultant would be wq)ected to recommend and propose several methods of electric demand projection studies_ Consultant shall conduct demand projection studies over variety of system operating conditions. Evaluations and findings shall be grouped into each respective substation service area. Voltage drop, system loss and reactive compensation should also be included with the study. 2 B Deliverables Four (4) copies of each of the following items shall be delivered to Vernon for review as part of Task 2. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. Vernon will not accept a submittal without Consultant's Project Manager's signature to certify accuracy and completeness of the submittal. Tabulation of projected electric demands - in one-year increments for the ten year planning horizon. Discussion on forecasting methods. Discussion on areas of growth and projected year of build out. Tabulation and breakdown of electric demands by substation service area. Monthly demand fluctuation curves for each substation service area. 8 TASK 3. RELUDn iTy 3-A Program Development Consultant shall develop plans to maintain and improve the system and service reliability. t benchmark for reliability improvement shall be established between staff and consultant ice- to the study. Consultant shall provide planning criteria, analyses, evaluations and improven recommendations. The analyses and evaluations should include but not limited to the following evaluations. • Establish sustainable reliability benchmarks • Condition assessment of the electric distribution assets and equipment. • Maintenance processes and practices • System expansion to meet load growth • Voltage problem areas • Construction Standards 3 B Deliverables Four (4) copies of each of the following items shall be delivered to Vernon for review as part of Task 3. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformances and integrity of the submittal. Vernon will not accept a submittal without Consultant's project Manager's signature to certify accuracy and completeness of the submittal. • Discussion of the analysis and evaluation that was conducted • Discussion of planning criteria, • Recommendation and detail plans to maintain and improve the system and service reliability. TASK 4. KEY ANALYSES & EVALUATIONS Consultant shall recommend and conduct other analyses and evaluations that would be required for a comprehensive Electric Distribution Master Plan to meet all the performance objectives. 4-A Assessment ofExi . Electric Di 'buting Facilities Consultant shall assess and evaluate samples of assets to determine the condition, efficiency, effectiveness, safety code compliance and structural and electrical integrity. Provide scenarios and planning criteria to meet the demand ofprojected system growth. Consultant's assessment and evaluation shall include field review, testing of facilities, and recommendation of repairs, rehabilitation, replacements, upgrades, and/or additions. 4-B Additional Evaluatiops Consultant shall also be required to conduct the following evaluations for the Master Plan. However, Consultant should not be limited to only these recommended evaluations. • Vault inspection per regulatory requirements (General Order 165, etc) • Power Quality program • Seismic vulnerability assessment on key distribution infrastructure • Equipment Standardization • Planning Criteria for system expansion and upgrades • Real property needs assessment • Risk management analyses of engineering, operation and maintenance practices • Safety reporting structure • Distribution Automation Four '(4) copies and electronic format of each of the following items shall be delivered to Vernon for review as part of Task 4. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensue accuracy, conformance, and integrity of the submittal. Vernon will not accept a submittal without Consultant's Project Manager's signature to certify accuracy and completeness of the *submittal. • Tabulation of all assets that were sampled including all the results of such sampling • Discussion of the analysis and evaluation of each asset that was sampled and the recommendation associated recommendation of repairs, rehabilitation, replacements, upgrades and/or additions as required. • Discussion of all other evaluations identified above and the associated recommendation from such evaluations 10 TASK 5. EVIPROVEMENT PROGRAM Consultant shall summarize the improvements required for Vernon's electric distribution system to meet all of the performance objectives established by Vernon and Consultant. Consultant shall establish a ranking procedure and rank all of the required improvements. Consultant shall provide phasing requirements, if necessary, and cost estimates for each improvement.. Should a new facility be needed to meet future growth, Consultant shall estimate costs of and recommend alternative locations. All cost estimates shall include site acquisition, engineering, construction, and other contingencies. Consultant shall prepare a summary table identifying the improvements, their priorities, resources required, performance goals, cost and length of time required for engineering and construction. Projects to support the Improvement Program shall be grouped into their respective substation service area. The cost and benefit relationship of each project shall be clearly tabulated. Listed below are major projects proposed by Department staff that Consultant should evaluate and integrate into the Final Report. • Substation 7 kV and 16 kV air circuit breaker replacement • Substation control and relay replacement • Leonis substation improvement • Cable Replacement • Customer substation transformer replacements • Distribution capacitor banks. Deliverables As part of Task 5, Consultant shall submit to Vernon the following for review, comment, approval, or use. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. Vernon will not accept a submittal without Consultant's Project Manager's signature to certify accuracy and completeness of the submittal. • Summary of improvements required for Vernon's electric distribution system to meet all of the performance objectives • A ranking procedure and rank all of the required improvements • Phasing requirements, if necessary, and cost estimates for each improvement • Estimated costs of and recommend alternative locations for new facilities if any • A table identifying the improvements, their priorities, resources required, performance goals, cost and length of time required for engineering and construction 11 TASK 6. FINAL REPORT Consultant shall prepare a Final Report on the Master Plan that discusses the ability of Vernon`tt current electric distribution system to meet performance objectives. The Final Report shall compile, describe, and summarize the Pteject. It shall include a chapter on each Project task od the finalized versions of the task deliverables. In each chapter, Consultant shall discuss assumptions and analyses made, results, conclusions, and recommendations. The Final Report will Corm the Electric System Master Plan for Vernon. Consultant shall prepare and submit to Vernon, for approval, an outline of the Final Report before starting the first draft. Deliverables As part of Task 6, Consultant shall submit to Vernon the following for review, comment, approval, or use. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformance, and integrity of the smranittal. Vernon will not accept a submittal without Consultant's responsible personnel's signature to certify accuracy and completeness of the submittal. Report Outline: 4 hard copies Draft Reports: 4 hard copies each of 75% and 100'/o Final Report: 3 hard copies and 2 electronic copies (including all text, figures, tables, and maps) Fiscal year 2007 to 2017 implementation schedule including resources and costs. 12 r The Proposal shall be concise, well organized, and demonstrate the consultant's qualification and experience relating to the proposed project. Proposals must include but need not be 1'Ibed to the following information: • Cover Letter Consultant Identification: Legal name of business, form of business (corporation, partnership, or other), location and address, telephone and fax numbers, e-mail address and contact person. • Table of Contents • Executive Summary An executive summary of the Proposal identifying the entity/team being presented for consideration. The summary shall include a brief history of the organization, background information, and relevant experience. Provide proof of capabilities of your firm/team to meet the California Department of Water Resources Guidelines. Firm and Team Qualification A detailed Statement of Qualifications of each firm on the Project Team along with their current insurance coverage. Capabilities and qualifications of the designated Project Manager, the project Engineer, key support staIX and sub -Consultants relevant top this project. Attach resumes of the people who will be involved with this project. Explain their role in the project and estimated percentage time team members will contribute to the project. Vernon will interview key people to approve their participation. Key personnel assigned to the project shall not be reassigned without prior written approval from Vernon. Also, indicate the office where the work is to be performed. A description of the team's past record of performance on similar projects completed within the last three years along with references including the telephone numbers and contact persons familiar with the firm's performance. 13 - Project Approach and Scope of Work Detail scope of work to accomplish the tasks outlined above. Description of project management approach to control project cost, meet agreed upon time schedules, regulatory coordination to obtain necessary approvals, and quality control measures for successful completion of this project, and anticipated /budgeted meetings. - Project Cost and Schedule Project Costs: All costs are to be included and shall indicate the proposed "not -to -exceed cost for completing the tasks identified and presented by the consultant in the Scope of Work. The fee schedule shall be enclosed in a separate envelope titled "fee schedule" and include man-hour estimates per task, hourly -billing rates of personnel to be utilized on the project, and other associated costs. The total "not -to -exceed" cost shall include the costs of all personnel, subconsuhants, administration, overhead, meeting attendance, research, travel, reproduction, and all other related costs, direct and indirect, necessary to complete the project. Project Schedule: Prepare a critical path schedule showing all project milestones, meetings and deliverables. - Exceptions If you take any exceptions to any provisions of the attached City standard Services Contract, specify each such exception. - Relevant Appendices Resumes of key project staff 14 5. CERTIFICATE OF INSURANCE Proof of insurance is not required to be submitted with your proposal, but will be required prior to the City's award of the contract. A copy of the City standard has been attached. 6. ADDITIONAL IIVFORMA,ITON Before any work can commend the selected individual or firm, will be required to execute the written contract attached hereto as Exhibit "D". Proposers responding to this RFP are strongly advised to review all the terns and conditions of the contract. 7. INSTRUCTIONS AND QUESTIONS Questions regarding this Request for Proposals should be directed only to the person(s) designated below. Do not contact any other City employee or official regardi%.this RFP. Samuel W. Grossman, PE City of Vernon 4305 Santa Fe Avenue Vernon, California 9005M805 562-583-8811 x 587 323-826-1419 sgrossman&i. vernon.ca.us 8.ADDENDA If any person contemplating submitting a proposal of the. items or services listed herein is in doubt as to the true meaning of any part of this Request for Proposals, he/she may submit to the City representative(s) identified in Section 8, above, a written request for an interpretation or correction thereof. Any interpretation or correction of City specifications will be made only by addendum, duly issued by the City representatives) identified in Section 12, above. Copies of such addenda will be mailed or delivered to those persons who have received a set of specifications. 9. RESERVATIONS The City reserves the right to reject any or all bids and any item or items therein, and to waive any non -conformity of proposals with this RFP, whether of a technical or substantive nature, as the interest of the City may require. 10. RFP NOT CONTRACTUAL Nothing contained in this Request for Proposals shall create any contractual relationship between the proposer and the City. The City accepts no financial responsibility for costs incurred by any proposer regarding this REP. 15 c c. 11 - CONSULTANT SMXCMN: The selection of firm to provide services will be based on demonstrated competenct,- professional qualifications, staffing and previous experience necessary for the satisfactory performance of the services required. Prior experience with providing similar services is highly desirable. The City of Vernon will evaluate the proposals, interview the best candidate consultants and select the consultant. [Usi C c_ TRANSMISSION SINGLE LINE DRAWING ATTACHMENT 1 r-------------- i C 4 Y tj• ' 1 • c • SYSTEM LAYOUT DRAWINGS ATTACHMENT 2 loll II 2122112 NAUMANN STANDARD CONTRACT ATTACHMENT 3 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 , 20 , in the City of Vernon, County of Los Angeles, California BY AND BETWEEN AND WHEREAS, CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue Vernon, California 90058 hereinafter referred to as the "Contractor" RECITALS Page 1 of 19 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on , and will continue in effect for a period of one (1) year or until terminated as provided in this Agreement. City shall have the option to extend the Agreement in one (1) year increments. 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 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 specification 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 19 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. 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. SECTION 3. SERVICES TO BE PERFORMED BY Page 3 of 19 CONTRACTOR Specific Services 3.01. Contractor agrees to services for the City's in a timely manner. Contractor's Services shall include, but will not be limited to, . 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 3.03 Contractor shall take ail necessary steps to 3.04. Contractor shall perform all labor, work, or other operations required for fulfillment of this Agreement, including tools and equipment, in strict accordance with the provisions defined in the Request for Proposal, a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference. Change of Services 3.05. 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. 3.06. 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 C attached hereto and incorporated by reference. Timing of Services 3.07. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end after a period of C_), 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. 3.08. 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, in accordance with Section of this Agreement. After notification, Contractor will make a good faith effort to within (_) days of notification or in accordance with a written schedule approved by the City. If work cannot be completed within this period, Contractor shall provide the City a full damage assessment, cost estimate and completion schedule within Page 4 of 19 two (2) days of notification. Normal work hours -are Monday through Friday 7 0 am to 5:00 pm. 3.9. City may request that Contractor work outside of normal working hours (7:00 am to 5:00 pm Monday through Friday). If Contractor complies with a City request to work outside normal working hours, Contractor may be compensated according to the terms and conditions set forth in Section of this Agreement. Method of Performing Services 3.11. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 3.12. 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. 3.13. 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 3.14. 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. 3.15. 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. Page 5 of 19 3.16. 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 labor, materials and equipment basis. City agrees to pay Contractor for Work completed according to the following rates (the "Contract Price"): 4.02. In consideration for services to be performed under Section 3 of this agreement, City agrees to pay Contractor for materials according to Section of this Agreement. Entire Compensation 4.03. 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. 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 4.04. 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 City requirements, by the C) 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. 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 Page 6 of 19 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 only be billed if advance written approval has been obtained from the City. 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 and 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. 5.02. Contractor is responsible for damage resulting from performing of the affected area. Products of Consulting . 5.03. 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. Warranty 5.04. Contractor warrants to City, for () from the date of any repairs, that the repairs shall be free from defects in material and workmanship. Contractor shall be liable for the replacement and installation of any parts that fail through a defect in material or workmanship at no charge to City during such warranty period. 5.05. City shall not be responsible for the accuracy or completeness of information or Page 7 of 19 data shown on the City's base maps or any other information. Contractor shall have full responsibility for reviewing and checking all such information and data, and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Contract Price. Contractor shall comply with the City of Vernon Plan described, in Exhibit " " attached hereto and incorporated herein by reference. 5.06. Contractor will perform the Services under this Agreement on City's Premises during regular business hours. Tools, Materials, and Equipment 5.07. Contractor will use materials and supplies Liability Insurance 5.08. 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. 5.09. 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. 5.10. 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. 5.11. 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 the Contractor's Page 8 of 19 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. {Excess / 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. 5.12. 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. 5.13. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. 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 5.14 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 Page 9 of 19 C 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 e arising from or caused by the sole negligence or willful misconduct of the City ft officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. 5.15. 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. 5.16. 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. 5.17. 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. 5.18. 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, its subcontractors, agents, and employees. 5.19. 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 Page 10 of 19 written notification to Contractor. 5.20. 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 tta other in writing of the identity of such persons from time to time. Work Injury 5.21. 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 5.22. During the course of Work being performed, Contractor and any of its 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, shalt 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 5.23. 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 Page 11 of 19 5.24. Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, d that Services will be performed and rendered diligently. Contractor repress 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. Indemnity Process 5.25. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonable satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.26. 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. 5.27. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor 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 Page 12 of 19 upon the completion of the Work or request by City all such documents and copies. 5.28. 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 bind the subcontractors to this non -disclosure requirement. 5.29. 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. 5.30. 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. 5.31. 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 5.32. 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 applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. Page 13 of 19 5.33. 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. 5.34. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.35. 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 5.36. 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 or extended according to the terms and conditions set forth in this Agreement, this Agreement will continue in effect for a period of one (1) year after the effective date of 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 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 Page 14 of 19 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 unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 7. GENERAL PROVISIONS Page 15 of 19 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 - Attn: Fax: Telephone: City - City of Vernon, California Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 Telephone: 323-583-8811 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 is has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A, B and C, 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 Page 16 of 19 7.04. If any provision of this Agreement is held by a court of competent jurisdicum to be invalid, void, or unenforceable, the remaining provisions will continue in two 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 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 Page 17 of 19 C 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 18 of 19 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: APPROVED AS TO FORM: Bruce V. Malkenhorst, Jr. Acting City Clerk Contractor: Name: Title: Date: Name: Title: Date: ATTACHMENTS: EXHIBIT A — PROPOSAL EXHIBIT B — RFP EXHIBIT C — CHANGE ORDER Page 19 of 19 Eric T. Fresch, City Attorney EXHIBIT C Form Change 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 ( ) City (City of Vernon, California) By By Date Date Page 1 of 2 t 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 Date 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 Page 2 of 2 EXHIBIT C EXHIBIT C Form Change 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 (R. W. Beck, 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 11 2 3I 4 5 6 7 8 9 10 111 12' 13' 14 15 16 17 18 19 001 21 22 23 24 25 26 27 RESOLUTION NO. 8985 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 R. W. BECK, INC. RELATING TO AN ASSESSMENT OF THE VERNON ELECTRIC DISTRIBUTION SYSTEM WHEREAS, the City of Vernon needs the services of a contractor to perform a comprehensive assessment of the City of Vernon's current electric distribution system condition, configuration, future system infrastructure requirements, engineering and operations organization, tools and procedures for the preparation of a 10-Year Electric Distribution System Master Plan addressing critical infrastructure improvements, expansion issues and comprehensive condition assessment of distribution facilities, construction standards and operation, testing, maintenance procedures and documentation of results, recommendations for implementation and for the preparation of a 5-Year Electric System Capital Improvement Plan and such other analyses and evaluations required to ensure the future delivery of reliable, safe and cost -competitive supply of energy to the customers in the City (collectively, the "Master Plan Services"); and WHEREAS, on November 8, 2005, the Finance Committee section of the City Council of the City of Vernon adopted Resolution No. FI 265 approving a Request for Proposal for Electric Distribution System Master Plan ("RFP"); and WHEREAS, the RFP was sent and responses were received from R. W. Beck, Commonwealth Associates and Power Engineers, all of which 2811 were reviewed and evaluated by the Light & Power Department; and WHEREAS, the Light & Power Department deemed R. W. Beck, Inc. ("Beck") to be the lowest responsible qualified vendor submitting a proposal; and WHEREAS, on January 24, 2006, the Finance Committee section of the City Council of the City of Vernon accepted the proposal of Beck for the Master Plan Services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Services Agreement, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor 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 4: The City Council of the City of Vernon hereby directs the Acting City Clerk, or his designee, to send one fully executed Agreement to: R. W. Beck, Inc. Attn. Steven S. Rupp, Senior Director 2720 Gateway Oaks Drive, Suite 310 Sacramento, CA 95833 - 2 - SECTION 5: 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 22nd day of March, 2006. ATTEST. BRUCE V MaLKENHORST, JR. Actin4'L>y Clerk EONIS C. MA BURG, Mayor - 3 - 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. 8985, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, March 22, 2006, and thereafter was d ly signed by the Mayor of the City of Vernon. (SEAL) - 4 - ity Clerk , JR. 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 J?�ay of March, 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 R.W. BECK, INC., an independent contractor, hereinafter referred to as the "Contractor" 1001 Fourth Avenue, Suite 2500 Seattle, WA 98154-1004 RECITALS WHEREAS, the City has determined that it needs to retain the services of an independent contractor to perform a comprehensive assessment of the City of Vernon's current electric distribution system condition, configuration, future system infrastructure requirements, engineering and operations organization, tools and procedures for the preparation of a Ten -Year Electric Distribution System Master Plan addressing critical infrastructure improvements, expansion issues and comprehensive condition assessment of distribution facilities, construction standards and operation, testing, maintenance procedures and documentation of results, recommendations for implementation and for the preparation of a Five -Year Electric System Capital Improvement Plan and such other analyses and evaluations required to ensure the future delivery of reliable, safe and cost -competitive supply of energy to the customers in the City (collectively, the "Master Plan Services"); and WHEREAS, Contractor has prepared a proposal dated December 21, 2005, for the Master Plan Services relating to Phases I and 11, 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 Master Plan 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 Page 1 of 21 WHEREAS, the City desires to enter into an agreement with Contractor to provide the Master Plan Services on a contract basis as defined in the terms and 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 all final reports and plans, 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 R. W. Beck, 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" shad mean the General Provisions as set forth in this Agreement. Page 2 of 21 G. "Premises" shall mean the physical premises under City's control or 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, at City's expense 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. "Request for Proposal" or "RFP" shall mean the Electric Distribution System Master Plan Request for Proposal, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. J. "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. 3 of 21 K. "Work" or "Master Plan Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services: Phase I 3.01. Contractor agrees to perform a rapid assessment of ClVs electric distribution system for the preparation of a draft master plan identifying key infrastructure, organizational and procedural issues and the preparation of a 5-year capital improvement plan as more specifically detailed in the Proposal. Phase I shall include, but will not be limited to, the following tasks: A. Project Management consisting of project schedule and status reports, meetings and data collection; B. Electric Demand Forecast consisting of review of system forecast and substation/feeder demand projections; C. Reliabili consisting of a 5-day rapid assessment, evaluate system expansion to meet growth, investigate problem areas, assess reliability, capability and general condition; D. Key Analyses and Evaluations consisting of overview assessment of existing facilities, seismic vulnerability assessment, planning criteria for expansion and upgrades, real property needs assessment and recommendation for capital improvement plan; E. Improvement Prcmram consisting of defining improvements for 5-year FY2007-FY2011 capital improvement plan and establish budgets for 5- year FY2007-FY2011 capital improvement plan; and F. Master Plan Final Report consisting of a 5-year FY2007-FY2011 Capital Improvement Plan budget and draft Master Plan. Specific Services: Phase II 3.02. Contractor agrees to conduct a comprehensive condition assessment of City's electric distribution system, prepare a distribution system engineering model and conduct detailed studies to clarify required system improvements, provide a final master plan and draft capital improvement plan for FY2008 based on the draft master plan and comprehensive reviews of distribution system infrastructure, and engineering, operations and maintenance standards and procedures and prepare Page 4 of 21 a report documenting the recommended actions and capital improvements as more specifically detailed in the Proposal. Phase II shall include, but will not be limited to, the following tasks: A. Proiect Management consisting of project schedule and status reports, meetings and data collection; B. Reliability consisting of a comprehensive condition assessment, development of load flow model and conduct analyses, establish sustainable reliability benchmarks, evaluate maintenance and testimony processes and practices, evaluate pole and vault inspection programs and evaluate construction standards; C. Key Analyses and Evaluations consisting of modellcost upgrade scenarios, economic analysis of alternatives, capacitor placement study, power quality program review, equipment standardization, risk management analyses, safety reporting structure and distribution automation, D. Improvement Program consisting of defining improvements for 5-year FY2008 Capital Improvement Plan and establish budgets for 5-year FY2008 Capital Improvement Plan; and E. Master Plan Final Retort consisting of a comprehensive 10-year Master Plan, draft 5-year FY2008-FY2012 Capital Improvement Plan and updated 5-year FY2007 Capital Improvement Plan. 3.03. Contractor shall be responsible for providing all the necessary reports pursuant to the schedule contained in the Proposal. 3.04. Contractor shall perform all labor, work, or other operations required by fulfillment of this Agreement, Including tools and equipment, more specifically detailed in the Proposal and in the "Scope of Work" contained in the Request for Proposal attached hereto as Exhibit B. Change of Services 3.05. City may at any time, by written change order executed by the Director of Light & Power, 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. 3.06. 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 C attached hereto and incorporated by reference. 5 of 21 Timing of Services 3.07. Contractor's Master Plan 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 all final reports and plans, in a form acceptable to the City, 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. 3.08. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Master Plan Services under this Agreement only after notification by the City. Method of Performing Services 3.09. Contractor will determine and is responsible for the method, details, and means of performing the above -described Master Plan Services. Status of Contractor 3.10. 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 Master Plan Services and methods by which the Master Plan Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.11. 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 3.12. 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 Master Plan 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. Page 6 of 21 3.13. 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 Master Plan Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.14. 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. Inconsideration for the Phase I of Master Plan Services to be performed by Contractor, described in Paragraph 3.01, City agrees to pay Contractor the not to exceed amount of One Hundred Ten Thousand and no/100 Dollars ($110,000.00) ("Contract Price for Phase 1"). 4.02. In consideration for the Phase it of the Master Plan Services to be performed by Contractor, described in Paragraph 3.02, City agrees to pay Contractor the not to exceed amount of One Hundred Sixty Thousand and no/100 Dollars ($160,000.00) ("Contract Price for Phase it"). Entire Compensation 4.03. The total Contract Price for Phase I and Phase II is the not to exceed amount of Two Hundred Seventy Thousand and no/100 Dollars ($270,000.00) (collectively, the "Contract Price") and is the full and complete compensation, and constitutes the entire compensation due Contractor for the Master Plan Services and any and all of Contractor's obligations hereunder. 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 4.04. For Master Plan Services rendered under Section 3 of this Agreement, City agrees to pay Contractor the sums set forth in Paragraphs 4.01 and 4.02 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 invoices shall include, but not be limited to, the identification of hours worked for 7 of 21 each individual and their corresponding billable rate as reflected on the attached Proposal. Such detail shall be provided by Task as identified in Exhibit A. 4.05. For Master Plan 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 Master Plan Services, prepared in accordance with Section 4.03 and City requirements, by the fifteenth (15t') 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. 4.06. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.07. 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 only be billed if advance written approval has been obtained from the City Administrator. Compensation for Changes 4.08. 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 3.05 and 3.06 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. 5.02. Contractor is responsible for damage resulting from performing the Master Plan Services. Page 8 of 21 5.03. Contractor will perform the services under this Agreement on City's Premises during regular business hours or as directed by City. • Products of Consulting 5.04. All documents prepared by Contractor under this Agreement ("Work Products") shall be the property of City; provided, however, (a) Contractor is granted an unrestricted license to retain copies and use all Work Products, (b) City's use shall be limited to the intended use for which the Work Products are provided under this Agreement and (c) Contractor shall retain ownership of its intellectual property including the procedures, processes, internal resources, tools and other means used by Contractor to prepare the Work Products. Further, if City releases the Work Products to a third party without Contractor's prior written consent, or changes or uses the Work Products other than as intended hereunder, City does so at its sole risk and discretion and Contractor shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. Liability Insurance 5.05. 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. 5.06. 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. 5.07. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 5.08. Contractor shall require 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 9 of 21 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. 5.09. 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. 5.10. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. if Contractor employs subcontractors as part of the Master Plan 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 5.11. 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, Page 10 of 21 settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, to the extent caused by 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. 5.12. 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. 5.13. Contractor represents that it has the qualifications and skills necessary to perform the Master Plan Services under this Agreement with the degree of skill and diligence normally practiced by professional engineers or consultants performing the same or similar services. No other warranty or guarantee, expressed or implied, is made with respect to the services furnished under this Agreement and all implied warranties are disclaimed. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Master Plan 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. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Master Plan Services under this Agreement, but at all times shall be responsible for the Master Plan Services of such personnel. 5.14. 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 Master Plan Services to be performed under this Agreement. 5.15. 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 to the extent of any negligent or intentional acts or omissions by Contractor, It subcontractors, 11 of21 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. 5.16. 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 which consent will not be unreasonably withheld. 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. 5.17. 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. 5.18. No employee of Contractor shall have individual liability to City. To the extent permitted by law, the total liability of Contractor, its officers, directors, shareholders, employees and subcontractors for any and all claims arising out of this Agreement, including aftomeys' fees, and whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the revenue received by Contractor under this Agreement or one hundred fifty thousand dollars (U.S. $150,000.00), whichever is greater. 5.19. In no event and under no circumstances shall Contractor be liable to City for any principal, interest, loss of anticipated revenues, earnings, profits, increased expense of operation or construction, loss by reason of shutdown or non - operation due to late completion or otherwise or for any other economic, consequential, indirect or special damages. Work Injury 5.20. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shalt 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 Page 12 of 21 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 attorneys 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 5.21. During the course of Work being performed, Contractor and any of its 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 5.22. 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. Indemnity Process 5.23. The City shall notify Contractor in writing of any suits, claims or demands . covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonable satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole 13 of 21 discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.24. For five (5) 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. 5.25. Contractor shall take reasonable precautions to safeguardany documents containing Proprietary Information which City may supply to Contractor 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. Contractor may keep one copy for its legal records. 5.26. Except as expressly permitted by prior written consent of the City and pursuant to section 2.01 H above, 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. Contractor may keep one copy for its legal records. 5.27. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Master Plan 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. Page 14 of 21 5.28. 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 5.29. 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 applicant for employment for reasons of race, color; creed, religion, sex, sexual preference, age or national origin. 5.30. 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. 5.31. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.32. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or Information concerning the Master Plan Services being performed by Contractor under this Agreement. Contractor's License Classification 5.33. 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 all final reports and plans, 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. 15 of21 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 Master Plan 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 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 Master Plan Services specified in Section 3 of this Agreement; or Page 16 of 21 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 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 (3'4) day after mailing, whichever occurs first. Contractor — R.W. Beck, Inc. City - City of Vernon Attn: Steven S. Rupp Attn: Bruce V. Malkenhorst, Jr. Senior Director Acting City Clerk 2720 Gateway Oaks Drive, Ste. 310 4305 Santa Fe Avenue Sacramento, CA 95833 Vernon, CA 90058 Fax: 916-929-1710 Telephone: 916-614-8246 With a copy (not constituting Notice) to: R.W. Beck, Inc. Attn: Lin Ross 1001 Fourth Avenue, Suite 2500 Seattle, WA 98154-1004 Fax: 206-695-4760 Fax: 323-826-1438 Telephone: 323-583-8811 ext 260 17 of 21 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 Master Plan Services by Contractor for City with respect to the subject matter of the Agreement 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 Master Plan 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. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A, B and C, 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 Page 18 of 21 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 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. 19 of 21 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 20 of 21 IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at �IIAn07I City: City of Vernon a eonis C. Mal urg, Ma or Date: 413 O 0-& California, o D, ATTE Bru V. M Ikenhorst, Jr., Acting City Clerk APPROVED AS TO FORM: Eric T. Fres h, City Attorney Contractor: Title: Chairman of the Board Date: D Name: Albert B. M aimsjo III Title: Chief Financial Officer Date: Electric .Distribution System Master Plan City of Vernon Light and Power Department December 21, 2005 Mr. Samuel W. Grossman, P.E. Engineering Manager City of Vernon 4305 Santa Fe Avenue Vernon, California 90058-0805 Subject: Proposal for Electric Distribution System Master Plan Dear Mr. Grossman: R. W. Beck, Inc. is pleased to submit the enclosed proposal to provide comprehensive Electric Distribution System Master Plan services to the City of Vernon. As you will see from this proposal, our team is uniquely qualified to provide the full depth and breadth of services as outlined in your Request for Proposals. In developing the enclosed proposal we have combined knowledge gained from our experience in working for the City, our industry expertise, as well as your objectives as described in the request for proposal and based on recent conversations with City of Vernon staff, to identify the key strategies that we believe are fundamental to meeting your objectives for this project. Our approach addresses the City's need for a comprehensive Master Plan, which will take approximately six months to prepare and, through. a phased approach, provides the necessary input for the FY2007 Capital Improvement Plan by April 1, 2006. The proposal document is organized to be consistent with the format outlined in your RFR As requested, the Executive Summary in Section 1 highlights the key attributes of our team and the approach we would bring to the City of Vernon if selected for this engagement. We value the successful working relationship. we have with the City of Vernon and look forward to ii working with you on this assignment. Please contact me at 916.614.8246 or srupp@rwbeck.com if you require additional information or clarification related to our proposal. ' Sincerely, R. W. BECK, INC. Steven S. Rupp Senior Director _ _.._._ _.. _---- ..... - — ---- -...---.--..._-- ---- _.......-- ---------- 2710 (;alc%%a� Oaks Urixc. Suitc 3W South Sacramcnlo. CA 95833 Phone (916) 929-3653 F.-ir (t)16) 929- 17 10 TABLE OF CONTENTS Cover Letter SECTION ExecutiveSummary ..............................................................................................1 Firm and Team Qualifications..................................................................... Project Approach and Scope of Work...................................................................3 Project Cost and Schedule..................................................................................4 Exceptions........................................................................................................... 5 _ APPENDIX Resumes of Key Project Staff...............................................................................A 0 Copyright 2005, R. W. Beck, Inc., All Rights Reserved The Right Team at the Right Time R. W. Beck will provide the City of Vernon a comprehensive Electric Distribution System Master Plan that offers a range of solutions for the City of Vernon to use to achieve its long term vision for its electric utility. While developing a comprehensive Master Plan will tape approximately six months, our proposed approach provides for input to the FY2007 CIP by April 1, 2006 without compromising the comprehensive analysis required for a complete Master Plan. This will ensure the future delivery of a reliable, safe and cost -competitive supply of energy to the customers in the city. We understand the uniqueness of the City of Vernon electric system and have tailored an approach that reflects the industrial nature of the City. This industrial nature requires a very different perspective on system reliability where even a momentary outage can create havoc on the business operations of Vernon's customers. Absent the diversity that other utilities enjoy, cost -efficiency becomes paramount to ensuring the most competitively priced rates for the tremendous volume of energy consumed by large industrial customers. And, since an up -tick in electricity costs has a direct impact on the profitability of the industrial customer, maintaining a low cost of electricity supply is paramount to Vernon's success in a competitive environment. Predictability of energy costs is another very important characteristic of a largely industrial customer -base. Knowing with certainty the cost of energy allows the industrial customer to plan its business, manage its costs and maximize its profitability. Many important elements must come together to meet the business and performance objectives of City of Vernon's electric distribution system, For Vernon, a Master Plan must identify the issues to focus on to maintain reliability including primarily the configuration of the system, the condition of the infrastructure and the capacity to serve load. The Master Plan must also provide a range of solutions to address a range of operating circumstances whether it is an increase in customer demand, a downturn in system reliability or a sluggish economy. First and foremost is assembling a team that has the necessary experience, knowledge and technical skills to help the City of Vernon move forward with the Capital, Improvement Plan (CEP) and Master Plan for the Electric System.'', R. W. Beck has the precise experience needed, and we are committed toy achieve the City of Vernon's vision for a master plan that will act as a'. road map and guide for the Vernon Light and Power Department. SECTION 1 EXECUTIVE SUMMARY Our team will use "lessons learned " from our e_rtensive experience with similar projects to ensure the most erpeditious and cost-e;,fective planning for the Q), of Vei71011. IM SECTION 1 The Right Experience to Meet the City of Vernon's Needs R. W. Beck provides the City of Vernon with continuity and a fresh perspective. The City of Vernon will recognize familiar names and faces as well as new names and faces, each of whom has been hand picked to maximize our responsiveness to your needs. Our key personnel offer;a unique combination of local experience and national perspective that will greatly benefit the City of Vernon. Our client manager, Steven Rupp, will be responsible for coordinating the overall project and will be the point -of -contact with the City of Vernon. Project manager, Joni Batson, willl perform day to day activities in managing and coordinating the project, reviewing the deliverables and developing the Master Plan. Steve, Joni and other designated team members have worked together successfully to provide comprehensive Master Plans for the cities of Pasadena, Azusa and Banning in the past year. They will assemble a project team with specific expertise in each of the elements of work necessary to provide a comprehensive capital improvement plan. Brief descriptions of the roles of the key personnel are presented in Section 2 and resumes for lead team members are located in Appendix A. DAt �� Keith INN". P.t~ Fidel Assessment Ma * prty m% PE projed �& MoW � nt I dont t3*w, PE I i WWAbON Cost ESUWA s m� I � =& Stnkture Review Eiviftwift SWWWW Cast I"* P.E. Our Proven, Experienced Team is Ready to Deliver a Superior Project R. W. Beck has combined knowledge gained from years of experience !working for the City of Vernon and other cities in California and across the nation. Our industry expertise, along with our understanding of your objectives, allows us to identify the areas that we believe arel fundamental to success of this project: ■ Vision: City of Vernon is committed to providing a reliable, safe, efficient, and competitively priced supply of electricity to its customers well into the 21u Century. ■ Strategy: A comprehensive strategy is needed by the City of Vernon to address the scope, cost, and timing of critical infrastructure issues including increase of capacity and programs to address increasingly stringent safety and reliability requirements. 1-2 EXECUTIVE SUMMARY ■ Action: A comprehensive Ten Year Electric Distribution System Master Plan will provide the definitive year -by -year actions for achieving the City of Vernon's vision by surfacing the detailed technical challenges it faces, identifying appropriate projects And staffing to develop and manage the improvements and provide an electric system infrastructure than can provide into the future the quality service that the City of Vernon has enjoyed for many years. Our approach, which is based on our understanding of your vision and goals, offers unmatched benefits to the City of Vernon by providing key strategies in a two -phased approach, as shown below. The objective of the two-phase approach is to address the near -term deadline for input to the FY2007 CIP budget process and to ensure the comprehensive analysis that a long-term master plan requires. Strategic Approach for Phase I Conduct a rapid assessment of the City of Vernon's current electric distribution system condition and future challenges to establish a sound starting point for master plan and CIP budget development Develop a draft Master Plan on a compressed schedule that establishes the overall direction and will address issues required for input to the FY07 capital budgeting process ® . Prepare a detailed project implementation plan that addresses the most important planning issues earliest in the plan development and identifies 5-year 'C11P budget requirements by 1 April 1, 2006 Strategic Approach for Phase II ■ Comprehensive system assessment to conduct a more detailed review of the City of Vernon's electric distribution system infrastructure and the engineering and operations organizations' tools and procedures Detailed Studies clarify required system improvements and provide more detailed descriptions of the distribution upgrade projects in the five year CIP, as well as a plan for going forward an additional five years Provide a final Electric Distribution System Master Plan and Draft CIP for FY2008 setting the course for the future of the utility. R. W. Beck's Goal and Long -Term Vision for the City of Vernon One of our over -arching approaches to the development of the Master Plan is to provide the City of Vernon staff with a framework that enables them to develop a sustainable planning function under which the staff can review system performance requirements, evaluate system capability, and identify needed improvements to effectively manage the CIP on a going -forward basis. The Master Plan that we develop through close integration with City staff will focus on strategies to achieve the technical requirements to meet the City of Vernon's long term vision. Our proposed team of professionals has repeatedly and successfully provided comprehensive Electric Distribution System Master Planning and Capital Improvement Planning similar to the services needed for the City of Vernon's distribution system. We recognize the City of Vernon requires a qualified team to help its staff prepare an Electric Distribution System Master Plan that will define and implement an effective long-term electric system Capital Improvement Program. R. W. Beck, Inc. 1-3 SECTION 1 The R. W. Beck team committed to your project brings the project management experience, electric system planning skills, financial planning experience, strategic vision, and familiarity with the City of Vernon's electric system to develop a strategically -oriented Electric Distribution System Master Plan. Our team has worked collaboratively on similar projects with proven successes, which are represented in Section 2 of this proposal. Team Integrates Management and Technical Expertise The City of Vernon requires a qualified team to assist its staff lin Preparing an Electric Distribution System Master Plan (Master Plan) that will define and implement an effective long-term electric system Capital Improvement Program. R. W. Beck's team is committed to this projeckt, bringing the project management experience, electric system planning skills, critical thinking, strategic vision, and familiarity with the City Of Vernon to develop a strategically oriented Master Plan. The key members of our proposed project team span from east coast to the west, offering a seamless project execution approach to the City of Vernon. Many members of your designated team have worked togedwo on key Master Plan .projects in California. Collectively, these leadersj, along with the rest of their team, will apply their invaluable experience to the success of the City of Vernon's Master Plan. Shown in the following table are key team members, along with their roles and the estimated percentage of time each will dedicate to this project versus the total number of hours available for the duration of the project. Additionally, the office locations and roles of the personnel keys to your project are described in the following pages, along with our team's record of performance on similar recent projects. Slave Rupp Client Manager Joni Batson, PE Project Manager Keith Mullen, PE Sr. Distribution Engineer Marek P%vam PE Field Engineer Lowell Wessel Sr. Feld Technician Theresa Lawson, PE Sr. Civil Engineer J11111es Byerley, PE Sr. Substation Engineer Adam Stevenson Substation Tech. Designer Client Manage & Risk Analysis Project Managerrwrtt & Master Plan Development Distribution Modeling & Analysis Field Assessment Condition, Standards & ON Assessment & Distribution Cost Estimates Seismic Vulnerability & Structure Review Engineering Assessment & Substation Cost Estimates Substation & Protection Assessment 35% 10% 25% 30% 10% 10% 20% SECTION 2 FIRM AND TEAM QUALIFICATIONS The team dedicated to your Project will wore( collabora- tii,ely with the City of Venron to develop a useful Master Plan that the Cih, of Venron staff can inrplenrent. SECTION 2 Project Team Applies Individual and Joint Experience The above -mentioned key project team members will draw support engineers and analysts as they develop the Master Plan. This s from acompany-wide team of 500 their particular technical expertise and tannin ex pecific Project team was selected based on planning experience in Southern California to provide the City of Vernon with the best resources the firm has to offer. Each member will participate in either an on -site meeting or client meeting hosted at one of our offices. Below are brief qualifications of the personnel who are key in conducting the Master Plan. Detailed resumes outlining relevant experience have also been included as Appendix A of this proposal. Steve Rupp Client Manager Mr. Rupp will serve as the client manager between R. W. Beck and the City. He has 20 years of experience in the electric utility industry, including planning, engineering, construction, and operations and maintenance, primarily in California. Mr. Rupp has served ¢liendproject manager and principal investigator on a wide range of planning projects, including the Master Plan for Pasadena Water a Power DeElectricg went Electric Distribution System Banning; Electric Distribution System Stud for part_nhe City System Master Plan for the City of procedures for the Imperial Irrigation District; Preparing a comprehensvegtransnewmiss on g policies and renewable resources for the San Diego Gas and Electric Co plan for new interconnection solutions for the Adelanto-Lugo Transmission Ptoject� for vthe gCtity of transmission developing a re -engineering strategy for SMIID's Energy Operations Division; and conducting a detailed organizational and manpower assessment for Imperial Irrigation Distript's Power System Division. Mr. Rupp's excellent working relationship with several Southern California municipal electric utilities within close proximity to the City of Vernon, along with his project management capabilities, engineering experience, and familiarity with the City of Vernon's suited to act as a liaison between the City's staff and the R. W. Beck team system, make him ideally eam on this project. Joni Batson, P.E. Project Manager Ms. Batson, bringing the City of Vemon more than 25 years of experience, provides project management services related to electric distribution for utilities, specifically in the State of California. Her expertise includes load flow model analysis and long-range transmission and distribution system planning ides to determine utilities' needs for transmission, substation, and distribution facilities under normal Projected, and contingency conditions. In her years of ex ' Ms. Batson has performed distribution and transmission system planning forsatisfiedclients, cludin those in California. g Her specific experience in this area includes the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning, and Electric Distribution System Study for the City of Azusa. Drawing from her experience at R. W.Beck, along with her previous 16 years of experience with Nashville Electric Service, the eighth largest municipal electric system in the country, Ms. Batson will serve as the Distribution System Master Plan. 'project manager for the Electric 2-2 FIRM AND TEAM QUALIFICATIONS Keith Mullen, Jr., P.E. Distribution Engineer In his 14 years with R. W. Beck, Mr. Mullen has gained unparalleled experience, not only in planning with numerous utilities, but specifically with master plans in Califorthia. He will apply his long-range electrical distribution and transmission system modeling and planningjexperience to develop a plan with utility Capital Improvement Programs in mind to use for budgeting, financing, and implementation of the programs. Mr. Mullen applies engineering models and uses various programs to develop solutions that address system expansion plans to serve projected growth, alleviate day to day operating problems and coordination issues, and provide a more functional system. Mr. Mullen has extensive experience developing load/customer forecasting and preparing cost estimates and funding requirements for facilities to serve projected customers. Like many others on this project team, Mr. Mullen has been involved with projects like the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning; and Electric Distribution System Study' for the City of Azusa. From his office location in Nashville, Tennessee, Mr. Mullen will provide the City',of Vernon the assistance needed in distribution modeling and analysis. Marek Przywara, P.E. Field Engineer Based in Tustin, California, Mr. Przywara will serve as the field engineer for the Electric Distribution System Master Plan project using his proximity to the City for data collection, condition assessment, and on -site coordination. He brings 25 years of experience including 0onceptual and detailed designs, generation/distribution, energy and power analysis, vulnerability/riskassessment, systems integration, development of specific costs and operational details, preparation of specifications, permitting support, construction phase services, and facilities testing. Mr. Przywara has been involved with numerous power projects, including the recent Electric Distribution System Master Plan for Pasadena Water and Power Department; Electric System Master Plan for the City of Banning; Electric Distribution System Study for the City of Azusa; City of Riverside substation design; City of San Diego pump station design; and SEA-TAC airport eleectric distribution system design. Lowell Wessel Cost Estimating As a Senior Consultant with R. W. Beck, Mr. Wessel provides distribution design, inspection, inventory, and mapping services for electrical facilities. Located in Brownsville, Indiana, he has an extensive background in electric utility operations, engineering, and management. !Prior to joining R. W. Beck, Mr. Wessel held various positions during his 45-year career with Jackson County REMC, including groundman, member services staff, and engineer. He ultimately held the post of Operations and Engineering Manager, responsible for design, construction, operation, and maintenance of Jackson County REMC's electrical distribution system. Mr. Wessel, like many others on the team designated for the City of Vernon's Electric Distribution System Master Plan, was involved in similar services for Pasadena Water and Power Department and the City of Banning. R. W. Beck, Inc. 2-3 SECTION 2 James Byerley, P.E. Senior Substation Engineer As a Principal Engineer with R. W. Beck, Mr. Byerley offers clieknts over 40 years of invaluable experience and knowledge in engineering design, technical evaluation for utilities, and employee and facility management. Located in our Nashville, Tennessee office,Mr. Byerley's diverse range of experience in working with utilities allows him to critically examine 41 aspects of a utility's operations. His responsibilities include line routing, siting, engineering design, procurement, and project management of substation projects from 46 kV through 500 kV and' for transmission and distribution projects from 13 kV through 500 kV. Theresa Lawson, P.E. Civil Engineer Ms. Lawson is a civil/structural engineer with experience in the design, construction, and project management of substations and transmission lines. Her professional experience includes site selection studies, line routing, conceptual designs, permitting and construction designs, preparation of specifications, preparation of spill control and countermeasure plans and preparation of budgets and construction cost estimates. Ms. Lawson's experience also includes construction bid document preparation, construction bid evaluation, and construction management. As a project manager, she has been responsible for budget, project schedule, permitting, design, and construction of projects. From R. W. Beck's Seattle, Washington office, Ms. Lawson will provide the City of Vernon with seismic vulnerability assessment and structure review necessary in building the Electric Distribution System Master Plan. She brings experience in working on similar projects such as the City of Pasadena's Electric Distribution System Master Plan. Adam Stevenson Substation Technical Designer Mr. Stevenson is a substation designer with R. W. Beck who brings to the City of Vernon a broad knowledge of substation control system design. He provides invaluable input to the projects he manages. He has prepared one -line diagrams, control schematics, relay panel,' plan, and section drawings, site arrangements, 3-D substation models, electrical equipment plans and sections, foundation plans and details, circuit and material lists, grounding plans, conduit plans, connection diagrams, shielding plans, site grading plans, and control building layouts. Prior to joining R. W. Beck's Nashville, Tennessee office, Mr. Stevenson had three years of experience in substation -control systems design and manufacturing with Clark Control Systems. Working as a Project Manager he coordinated the design, scheduling, and construction of,, projects. Mr. Stevenson has a comprehensive knowledge of various protection schemes and philosophies used throughout the electrical system today, and will provide the substation -related expertise needed'lin conducting the City's Electric Distribution System Master Plan. 2-4 Project Team Will Apply Past Experience to Master Plain R. W. Beck has previous experience in providing the City of Vernon with and 16 kV electrical distribution system, for which we prepared alte expansion. Our stab performed field reviews and oversaw the deV�el application of load forecasts, analysis of alternative plans, and prep' alternative plans reviewed the feasibility of constructing a new electrical FIRM AND TEAM QUALIFICATIONS Since providing these services to the City of Vernon over ten years ago, R. W. Beck has gained unmatched expertise related to electric distribution master planning. Our clients' satisfaction with recent similar projects is a testament of our qualifications and commitment to service. Electric Distribution System Master Plan City of Pasadena, California The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The. City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distriblution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Contact. • Mr. Joe Awad, Director of Power Delivery Engineering and Construction Management Phone: 626.744.4157 Electric Distribution System Study City of Azusa, Calffornia City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than 52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers at, a peak load exceeding 40 MW. In'preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify information in developing the Master Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and performed a complete system analysis using the Milsoft WmdMil® program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit configu tion. Along with preparing an estimate of capital improvement projects and proposed a viable sequence (,construction timeline for a 10- R. W. Beck, Inc. i2-5 SECTION 2 year period, we also developed and completed a conceptual design for future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City,', our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Contact Mr. Federico G. tangit, Jr., P.E, Senior Electrical Engineer', Phone: 626 812.5213 Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created', electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other dabtaa. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. z In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Contact: Mr Jim Earharf, Electric Uffily Director Phone: 951.922.3260 Comprehensive Reliability Initiative Nashville Electric Service, Tennessee In conducting a Comprehensive Reliability Initiative for Nashville Ellectric Service (NES), R. W. Beck identified and assessed reliability issues for this utility. In doing so, our project team used a "Systems Thinking" approach, constructing a conceptual system model and soliciting customer input. We also interviewed focus groups of selected NES managers and employees. R. W. Beck conducted a system -wide operation and facility assessment of NES' current performance and capability in the areas of employee culture and communications;', information systems; reliability information including SAIDI and CAIDI and use of information; age of infrastructure; 4 kV conversion program; infrastructure development; tree trimming; equipment and linje maintenance; and operations. In addition to developing a program plan, we explored the more', complex reliability issues and recommendations and suggested methodology for impact analyses of the initiative on revenue requirements and pricing. Our services resulted in the identification of important and complex issues that involve difficult long- term consequences,. along with plans to achieve higher levels of (measured service reliability and customer satisfaction. We also provided recommendations to systen*ically improve NES' capability to consistently deliver reliable power. Contact. Mr. Paul Allen, Vice President of Engineering and Operations Phone: 615.747.3:7R1 2-6 FIRM AND TEAM QUALIFICATIONS i Electric System Modernization City of Riverside, California Under a multi -year, multi -task contract, R. W. Beck provides organizing, planning and engineering services to the City of Riverside in the implementation of its electric system modernization/capital improvement program. Riverside is implementing a strategy of self sufficiency under which it is increasing reliability by upgrading its relay protection and control s}�stems, reconfiguring its substations and constructing new generating resources to ensure a reliable energy) supply to its customers. R. W. Beck is currently managing and implementing multiple systems upgrade projects to assist the City in meeting aggressive deadlines. Contact. Mr. Stephen H. BadAgett, Assistant Director, Riverside Pabl C Utilities Phone: 909.826.5W4 Long -Range Power System Plan Brownsville Public Utilities Board, Texas Brownsville Public Utilities Board (BPUB) retained R. W. Beck to prlepare an electric system long e Y g range plan. R. W. Beck met with the client to gain a thorough understanding of needs, concerns, and problem areas, and to develop design criteria. Our project team prepared load flow, voltage drop and short circuit analysis of the distribution transmission systems at existing loads, and two additional load levels; Each substation's age, conditions and capacity for the projected load levels were evaluated. Based on the requirements identified in the analysis, R. W. Beck prepared y p pared base case system plans and exploratory plans, including upgrade of the transmission voltage. After discussing and reviewing the plans with BPUB, we presented the results in a system planning guiles report to the BPUB. The plan provided the client with long-term plan for upgrading transmission, and substations, justification for sharing transmission costs through ERGOT, and the involvement of BPUB staff and Board in selecting the preferred expansion plan and associated CIR Contact. Mr. ,lames McCann, Director of Electric Engineering Phone: 956.983.6204 Transmission and Reliability Planning Study City of Vero Beach, Florida i R. W. Beck prepared a Transmission Study for Vero Beach -that recommended a preferred 10-year construction plan for the transmission, substation, and distribution systems. This study required an analysis of load two to three times greater than the existing native load. The City selected an ultimate planning load of 395 MW to support its 29,619 residential, commercial,, and industrial customers. R. W. Beck performed load flow and voltage drop analysis at the projected load to determine what j upgrade to the existing system would be required. Based on the results, R.W. Beck developed a Base Case with the assumption that all existing transformer capacity is in service, and any required additional substation capacity would be located at existing substations. In addition R. W. Beck developed seven alternatives considering new substations or transmission lines or transmission voltage conversions. After identification of a preferred transmission plan, R. W. Beck performed additional analysis to investigate three generation scenarios. R. W. Beck, Inc. 2 7 SECTION 2 R. W. Beck also provided planning engineers for the City to proceed',with several major transmission and substation projects recommended in the Transmission and Reliability, Study. Contact: Mr. Joe DeMarzo, Manager of Electrical Engineering Phone., 772.978.54M Insurance Coverage R. W. Beck has provided on the next page, as requested in the City of Vernon's Request for Proposals, a copy of our certificate of liability insurance coverage and information. 2-8 FIRM AND TEAM QUALIFICATIONS ACORN CERTIFICATE OF LIABILITY IN SU NCEPRODOwn°°^^ Se,ni, Slats aalTlPlw�AWA At A MATTER OF WORMATM seatM Offke ONLY AND WO lPON711EADD Insurance A Finencisl Se vices Fi01DER. TOMDO" NOTaR601 Union 31rEet SuMe 331• Alfpt T:IE141ED 0Y THE POLICIES SSLOw. Seattle, WA 90101 UNNOM IIIWlI�J1S APPolIOS� "NAIWC-'# R.W. Book kw. I1 axon TvAn bow"" 1001 Four* Avenw sa9M 230! 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Beck proposes to provide a 10-Year Electric Distribution Systekr Master Plan (Master Plan) and a 5-Year Electric System Capita' Improvement Plan (CIP) to provide the engineering and financi# rationale needed by City leaders to support their decision -making as the) take action to ensure into the future the delivery of a reliable, safe a1w cost -competitive supply of energy to the customers in the city. Based on City of Vernon's CIP budgeting schedule, we suggest a two-phase approach that provides a Draft Master Plan and a 5-Year CIP by April 1, 2006 allowing input to the fiscal year 2007 (FY2007) budgeting process. By June 30, 2006, we will provide a final Master Plan and, if necessary, a revised 5-Year CEP for the next budgeting cycle, FY2008. To accomplish our approach, we have identified six key strategies that will lead to achieving City of Vernon's Master Plan vision, including: Phase ■ Rapid assessment of: 1) the current distribution system condition and configuration and 2) future system infrastructure requirements ■ A Draft 10-Year Master Plan report addressing critical infrastructure improvement and expansion issues to ensure a safe, reliable and cost' - effective distribution system over the next ten years ■ A 5-Year CIP (FY2007-FY2011) providing a prioritized schedule of capital improvement projects including project descriptions, project justifications, project schedules and budgetary cost estimates Phase u ■ A comprehensive assessment of 1) the current distribution system condition, 2) future infrastructure requirements and 3) engineering and operations organization, tools and procedures ■ A Final 10-Year Master Plan Report that includes the results, of 4 detailed distribution system analysis, based upon a new engineering model of the distribution system, to identify and resolve required system improvements and, a comprehensive condition assessment of distribution facilities, construction standards and operation, testing and maintenance procedures and documentation of results and recommendations in a Final Master Plan Report ■ A Draft 5-Year CIP (FY2008-FY2012) that incorporates the result and recommendations of the Final Master Plan into the Fiver Yet CEP (FY2007-FY2011) SECTION 3 PROJECT APPROACH AND SCOPE OF WORK The City of Vernon will effectively implement a Master Plan that is tailored to their goals as a result of their involvement in the process, prioritization of issues, and technical and financial evahtations. 3-1 SECTION 3 Phase I will identify the overall requirements and budgets for the CIP by April 1, 2006. Phase II will include analysis and field review to clarify and detail the projects included in the CIP; engineering, operations and maintenance review to identify opportunities for improvement; and a comprehensive Master Plan report by June 30, 2006. Two -Phased Approach Achieves PHASE Key Strategy 1 Rapid Assessment of Electric System Quickly Establishes Foundation for Master Plan and Capital Improvement Plan The first key element to our approach is a rapid assessment of City lof Vernon's electric distribution system infrastructure, ongoing work in progress (WIP) and planned cap tal improvements. During the 5- day rapid assessment, we will place a team of project managers, engin rs and field technicians on -site to: 1) quickly establish familiarity between our staff and City of IVemon's staff, 2) increase our understanding of the current electric system, 3) review current improvement plans, maintenance records, a, PROJECT APPROACH AND SCOPE OF WORK budgets, planning criteria, standards, policies and procedures, 4) interview key staff to identify and understand their expectations of the Master Plan and concerns about the distribution system, 5) identify critical infrastructure issues especially pertaining to capacity, reliability and condition, 6) collect system modeling data that will be used in Phase II to develop a detailed engineering model , and 7) conduct an 1 initial visual observation of the distribution system. Rapid Assessment Provides Foundation for Mauer Plan and CIP TASK Kick -Off Meeting j f Familiarization Tour lnkW Condition Assessment tj System Data Collection / Review CIPNVIP Review Management / Staff Interviews Wrap-up Meeting Key Strategy 2 Draft Master Plan Identifies Key Infrastructure, Organizational and Procedural Issues The second key element to our approach is the development of a DraIft Master Plan on a compressed schedule that allows input to the FY07 capital budgeting process. Based on a thoughtful evaluation of the data and assessments of the Rapid Assessment Week, during which we quickly identify issues and deficiencies such as capacity limitations, aging infrastructure, seismic! vulnerability and reliability, the Draft Master Plan will provide the overall framework for a Final Master Plan and will serve as the basis for the FY2007 5-Year CIP. Involvement of City staff and management in the development of the Master Plan will provide historical insight and allow them to inherit and maintain a sense of ownership and (commitment to the plan into the future. We firmly believe that in order for the plan to be successful, it has to come from a collaborative effort between R.W. Beck and City of Vernon's organization and not justlhanded to them from an outside expert. By developing a Draft Master Plan and CIP before conducting the detailed distribution studies, we are able to accomplish the objective of providing input to the FY2007 capital budgeting process and we are able to emphasize the most critical infrastructure issues. While the detail A distribution system studies in i Phase II will likely identify system deficiencies, it is unlikely that these efficiencies will be as critical as those we identify during initial assessment. The detailed studies will }potentially identify overloaded j distribution feeders and transformers, suboptimal placement of protecti a devices and capacitor banks, I R. W. Beck, Inc. 3 3 F SECTION 3 system inefficiencies and other important issues. However, the 'more significant issues such as infrastructure condition, inadequate substation and transformer capaci y, severely overloaded equipment, and safety and reliability concerns, can be identified through visual inspection and analysis of existing ! C+ information in a time -frame that allows conclusions to be developed by the April 2006 deadline for input to the FY2007 CIP Key Strategy I Early Prioritization Ensures Most Important Planning Issues Are ' C Addressed in FY2007 CIP The third key strategy is the development of a CIP through the ma ter planning process to meet the Th FY2007 CIP budget deadline. e rapid assessment and Draft piaster Plan will identify critical infrastructure issues and existing system concerns that need to be alleviated. The FY2007 CIP will consist of a prioritized list of projects including project descriptions project justifications and project budgets. Project details and additional analysis and justification will be provided in Phase II. PHASE II Key Strategy 4 Comprehensive Condition Assessment The fourth key strategy is to conduct a more detailed review of City of lVernon's electric distribution system infrastructure and the engineering and operations organizations), tools and procedures. During the comprehensive assessment, experienced field and operating technicians will 1) perform a drive -by observation of the entire system and note obvious deficiencies, 2) revie design and construction standards for adequacy, safety and applicability to the city's system, and 3) review maintenance, safety, testing and operating records and compare to industry standards. Key Strategy 5 Detailed Studies to Clarify Required System Improvements The fifth key strategy is to prepare a distribution system engineering model and using that model conduct a detailed evaluation of the performance of the distribution system. ' nie model will be created using Milsoft's WindMil, a user-friendly distribution system modeling and analysis package that may be integrated with a future geographic information system. Included in the modeling effort will be the 66- kV subtransmission system and the 16-kV and 7-kV distribution systerns. �' Analyses will include circuit loading, voltage drop, and available) fault currents. Where system deficiencies are identified, specific upgrade projects will be modeled and more detailed cost estimates will be prepared. The result will be clarification and more detaieec>< descriptions of the distribution upgrade projects in the 5-year CIP as well as a plan for going forward an additional five years. While R. W. Beck will not provide the software or training to use the softw, the complete model and all supporting data will remain with City of Vernon to use in future distribution system planning and analysis. Key Strategy 6 Final Master Plan and FY2008 CIP Set the (Course for the Future of the utility The sixth strategy is to provide a Master Plan and Draft CIP for FY200 based on the Draft Master Plan and comprehensive reviews of distribution system infrastructure, a id engineering, operations and maintenance standards and procedures and prepare a report documents g the recommended actions and capital improvements that will result in a :unctional system with the reliability, capability, quality, and 3-4 PROJECT APPROACH AND SCOPE OF WORK I safety to satisfy existing customers and attract new loads. The financial and technical considerations as well as prioritization will be summarized in the report to realize the Objectives of the Master Plan. In addition, R. W. Beck will provide a Draft FY2008 CIP for the City {of Vernon's consideration in next year's capital budgeting cycle. R. W. Beck, Inc. 3-5 SECTION 3 SCOPE OF SERVICES To prepare a Master Plan, R. W. Beck will employ a phased approach to the six primary tasks outlined in the City of Vernon Light and Power Department Electric Distribution System Master Plan Request for Proposals. Each task will meet the objectives of the City of Vernon as conveyed in its RFP and is flexible enough to be expanded or contracted to meet the specific needs identified early in the planning process. The six primary tasks include: Task 1: Project Management Phase I and Phase 11 ■ Project Schedule and Status Reports ■ Meetings • Data Collection Task 2: Electric Demand Forecast Phan I ■ Review of System Forecast ■ Substation/Feeder Demand Projections Task 3: Reliability Phase ■ Conduct 5-Day Rapid Assessment • Evaluate System Expansion to Meet Growth ■ Investigate Problem Areas ■ Assess Reliability, Capability, and General Condition Phase N • Conduct Comprehensive Condition Assessment ■ Develop Load Flow Model & Conduct Analyses ■ Establish Sustainable Reliability Benchmarks • Evaluate Maintenance and Testimony Processes and Practices ■ Evaluate Pole and Vault Inspection programs ■ Evaluate Construction Standards Task 4: Key Analyses and Evaluations Phase ■ Overview Assessment of Existing Facilities ■ Seismic Vulnerability Assessment • Planning Criteria for Expansion and Upgrades • Real Property Needs Assessment f • Recommendations for CIP I 3-6 PROJECT APPROACH AND SCOPE OF WORK i f Phase 11 i Model/Cost Upgrade Scenarios Economic Analysis of Alternatives Capacitor Placement Study Power Quality Program Review Equipment Standardization Risk Management Analyses a Safety Reporting Structure Distribution Automation Task 5: Improvement Program Phase I • Define Improvements for 5-Year FY2007 CEP • Establish Budgets for 5-Year FY2007 CIP Phase 11 • Define Improvements for 5-Year FY2008 CIP • Establish Budgets for 5-Year FY2008 CIP Task 6: Master Plan Final Report Phase 1 ■ 5-Year FY2007 CIP Budget and Draft Master Plan Phase 0 • Comprehensive 10-Year Master -Plan Draft 5-Year FY2008 CIP Updated 5-Year FY2007 CEP Task 1 Project Management Phase 1 and Phase 11 We recognize the importance of the project to the City of Vernon and emphasized this importance in the development of our project management strategy. R. W. Beck will provide an experienced project manager to lead the Master Plan development project. The focus of ou� project management strategy is on decisive coordination of the project to ensure that we meet our project objectives on time and on budget with exemplary quality. Weekly internal project coordination calls with the project team managi w will promote regular reporting of progress. A detailed action item list and milestone schedule will ceep, the most important project objectives in front of the team. A project issues list generated from the internal calls and frequent client meetings will identify, track, and resolve key project concerns, assure t iat standards of practice are met consistently and facilitate coordination with other ongoing associated p jects, such as the proposed 800 MW power plant. R. W. Beck's Web -based project financial reporti g system provides convenient access to the financial performance indicators to keep the project budget 'n-line. R. W. Beck, Inc. 3-7 SECTION 3 Specific project management tasks and deliverables will include: Project Schedule and Status Reports R. W. Beck shall submit an initial schedule with pertinent milestones for the major tasks involved in the Project. The proposed schedule is contingent on the availability of City staff to participate in the meeting and field reviews, as necessary. The schedule shall be updated monthly, or more often, as reasonably required by the City of Vernon's Project Manager. R. W. Beck shall submit an updated project schedule and monthly status report with its monthly billings. The initial schedule is included in Section 4 of this proposal. Each month the Project Manager will prepare and submit a project progress report and updated schedules i with the monthly invoice. The progress report will describe the progress toward completion, identify crucial milestones, define and track critical issues, and provide status of expenses as compared to budget. Meetings R. W. Beck's representative and the City of Vernon's staff shall meet not less than once a month during all phases of the project. R. W. Beck shall assign appropriate engineering specialty staff to accompany the Project Manager to attend meetings with the City of Vernon or arraz ge for the City of Vernon staff to meet at R. W. Beck's office if more economical. R. W. Beck shall subi nit a copy of the meeting agenda to the City of Vernon, for review, five (5) working days before each meeting, and before distribution, record the minutes of all meetings and submit a copy of the meeting minutes to the City of Vernon, for review, within five (5) working days after each meeting, and before dist ibution. 7' 3-8 01 R. W. Beck's engineering fee includes the time and cost of meetings with the City of Vernon and other parties. The time and cost for city staff to attend meetings on -site or 0 R. W. Beck's offices are not included. We anticipate that R.W. Beck's Project Manager will meet wi h the project team once at the City of Vernon's offices and once in the Nashville office during each month phase of the project, to facilitate coordination of the project. Other monthly project management meetings will be held in conjunction with the on -site 5-day rapid assessment in Phase I and the comprehensive system assessment in Phase H. R.W. Beck expects that additional unexpected project meetings will be uired and we allow for three such meetings. Each meeting will be planned and documented as specified. These frequent meetings will ensure that the City of Vernon's important issues are always at the (forefront of the project team's objective. Data Collection R. W. Beck shall collect and document data necessary to support its effort will include, but not be limited to, the following: ■ Researching As -Built drawings, records, project files; ■ Collecting historical system, substation/feeder load data • Collecting equipment test, maintenance and outage data ■ Reproducing documents, drawings and maps; ■ Interviewing staff, • Visiting and assessing facility sites; and ■ Gathering information from other agencies/companies Data related to the Master Plan may reside in the Light and Power De Department and other departments of the City of Vernon. R. W. Beck shy other departments through the Light and Power Engineering team to obtah the Project. All data collected verbally shall. be confirmed in writing. All immediately after R. W. Beck has reproduced them for its use. The Final Report of the Master Plan, as further described in Task 6 of tU copies of all data reviewed and/or used by R. W. Beck during the Project. as soon as the project is awarded. R.W. Beck will coordinate with City document the required data as specified. Deliverables ■ Meeting Agenda: hard copy; electronic copy ■ Meeting Minutes: 1 hard copy/attendee; electronic copy ■ Monthly Status Report: hard copy; electronic copy • Monthly Updated Schedule: hard copy; electronic copy ■ Copy of letters and memoranda and electronic copy ■ Copy of data reviewed and/or used; electronic copy findings. The data collection artment, Community Service Il coordinate all contacts with the necessary information for xieinal data shall be returned I Scope of Work, shall contain IA data request shall be issued staff to collect, reproduce and R. W. Bede, Inc. 3-9 C SECTION 3 Task 2 Electric Demand Phase 1 Substation/Feeder Demand Projections Forecast of future electricity usage and demand is essential to the assessment of the capability of the current system to serve customers and to identify the improvements that will be required to serve future customers. We will review the City of Vernon's 10-year annual F�t of peak demand, considering historic demand and future growth factors, such as development, lation, land availability and other factors. We will develop a forecast by substation based on the system fo ts, substation transformer loading 16 histories, detailed community development plans and City stab's kno ledge of the area. The substation 110 area forecasts are important for the purpose of the Master Plan, they will be used to evaluate equipment capacity and reliability and determine where and when system upgrades will be required. le Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure quality, accuracy, conformance and integrity of the submittal{ R. W. Beck's Project Manager's C signature will certify accuracy and completeness of the submittal. Ic Deliverables Four (4) copies of each of the following items shall be delivered to them City of Vernon for review as part �` of Task 2. ■ Discussion on forecasting methods C ■ Discussion on areas of growth and projected year of build out • Tabulation and breakdown of electric demands by substation service area Task 3 Reliability Phase Conduct 5-Day Rapid Assessment+ R.W. Beck proposes to conduct an intensive 5-day review of the current electric system, including staff, facilities, current plans, current budgets and those characteristics of the current situation that must be well understood prior to beginning the development of the plan. Du 'ng the assessment, we will meet with the City of the City of Vernon project team, tour the electric system facilities, review the current CEP and the status. for projects underway, meet with key staff, develop pl ing criteria and outline the most rapid important issues to be addressed in the Master Plan. The 5-day assessment includes: • Day 1 — Kick-off meeting and project team meeting Ic • Day 2 — Electric system facilities tour • Day 3 — Current planning criteria and CEP review ■ Day 4 — Discussions of project objectives, key issues and expectations ! ■ Day 5 — Recap and discuss budgetary CEP estimates I C 3-10 I C I PROJECT APPROACH AND SCOPE OF WORK - - - -- -- ....... Evaluate System Expansion to Meet Growth R. W. Beck proposes to evaluate feeder and substation capacities with respect to the projected loads to identify capacity deficiencies. Equipment loading will be considered] under both normal and single contingency conditions. Investigate Problem Areas Based on customer complaints and interviews with key City staff, R. 1V. Beck will investigate known operating problem areas, such as low voltage and frequent flickers or outages. We will evaluate available data and discuss potential causes and solutions with City staff.) Additional field measurements are not anticipated. Assess Reliability and Capability To determine the future needs of the electric system, it is necessary 11 to evaluate the reliability and capability of the current system, establish and compare the perf to acceptable reliability standards, and then identify the scope and cost of improvements to ac ieve the desired performance. R. W. Beck will review the existing outage data, conduct the planning studies and assessments specified to gage the status of the current electric system, compare to available outage surveys of similar cities and identify deficiencies and required improvements. Deliverables Four (4) copies of each of the following items shall be delivered to the Sty of Vernon for review as part of Task 3 Phase I. Before delivering the items to the City of Vernon, R W. Beck shall perform routine and final review to ensure accuracy, conformance and integrity of the submittal. • Discussion of the analysis and evaluation that was conducted. • Discussion of planning criteria • Recommendations for CIP to maintain and improve reliability Condition assessment based on the 5-day rapid review Recommendations for CIP to expand system to meet load growth ■ Recommendations for problem areas Phase II Conduct Comprehensive Condition Assessment R. W. Beck shall conduct a field survey, recording observed deficiencies so that they can be mapped for future improvements. A summary of findings, recommendations and and estimate of required upgrades' will be provided. Develop Load Flow Model and Conduct Analyses R. W. Beck shall develop a load flow model with Milsoft's WindMil soft% in the system maps. Existing and projected loads will be modeled and system deficiencies, if any. Proposed upgrades will be modeled and a reliability requirements are met. based on the data provided yzed to identify additional zed to ensure that system R. W. Beck, Inc. 3-11 SECTION 3 3-12 i i Establish Sustainable Reliability Benchmarks R. W Beck shall evaluate the City of Vernon's available outage datacompare to available surveys of _and similar systems to determine sustainable reliability benchmarks. Recommendations will be made on outage reporting and record keeping as well as reliability improvement methods, such as: • Sectionalizing ■ Relay coordination improvement • Distribution Automation • Duplicate or backup facilities ■ Operation practices �! Evaluate Maintenance Processes and Practices . R. W. Beck shall interview Staff and review available maintenance records to evaluate maintenance processes and practices and the effect on reliability. Recommendations will be made on the following: ■ Pole and vault inspections, • Schedules • Testing • Methods • Replacement Programs Evaluate Pole and Vault Inspection Programs R. W. Beck shall review available information on ongoing pole and vault inspection programs and compare to regulatory requirements.. Deficiencies, if any, will be noted and recommendations made to address them. G Evaluate Construction Standards G We understand that the City of Vernon uses Southem California ison's distribution construction standards. R. W. Beck shall review the standards and evaluate their applicability to the City of Vernon's standards and reliability goals. G Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 3 Phase H. Before delivering the items to the City of Vernon R. W. Beck shall perform routine Vernon, and final review to ensure accuracy, conformance and integrity of the C • Discussion of the analysis and evaluation that was conducted. • Recommendations based on the analyses and evaluations ■ Condition assessment based on the field observations ■ Recommendations for CIP to expand system to meet growth i C • Recommendations for Reliability Benchmarks PROJECT APPROACH AND SCOPE OF WORK I 3 Task 4 Key Analyses and Evaluations 3 Phase 1 R. W. Beck shall recommend and conduct other analyses *and evaluations that would be required for the _ CIP to meet the performance objectives. 1 1 Overview Assessment of Existing Electric Distribution Facilities ' R. W. Beck shall assess and evaluate samples of assets to determine the condition, efficiency, effectiveness, safety code compliance and structural and electrical integrity. R. W. Beck's assessment and evaluation shall include the 5-day field review, discusseo s with staff and data review. Recommendations may include repairs, rehabilitation, replacements, upgrades, and/or additions. f Seismic Vulnerability Assessment R. W. Beck shall collect structural information concerning key distriution infrastructure during the 5- day rapid assessment including: construction types of the buildings; substation facilities for such items as attachment of equipment to foundations, foundation condition, control building type, and condition; and specifications for purchasing equipment for seismic requirements. The information will be evaluated and a seismic vulnerability assessment will be prepared with recommendations for changes, if any. Planning Criteria for System Expansion and Upgrades I R. W. Beck shall summarize planning criteria discussed during the -day Rapid Review and describe how it will be applied to the system evaluations. System expansion and upgrade recommendations will be based on meeting the established criteria at the projected loads. Real Property Needs Assessment Evaluation of the system at projected loads will ascertain the need for any future substations within the 10-year planning period. These evaluations will be summarized and approximate property locations and j costs will be included in the CIP. Recommendations for CIP ' During Phase L R.W. Beck will prepare CIP recommendations and cot estimates based on information from the rapid assessment and follow-up field reviews, data analysis and staff interviews. During Phase II, more detailed studies and analysis will be performed to refine project descriptions and cost estimates and to offer suggestions for engineering, operation and maintenance practices. Deliverables Four (4) copies of each of the following items shall be delivered to the City of Vernon for review as part of Task 4 Phase I. Before delivering the items to the City of Vernon, . W. Beck shall perform routine and final review to ensure accuracy, conformance and integrity of the su mittal. ■ Tabulation of all assets that were sampled including the results of �uch sampling • Discussion of the analysis and evaluation of each asset that was sampled and the recommendation associated recommendation of repairs, rehabilitation, replacement, upgrades and/or additions as required ■ Discussion of the evaluations identified above and the associated recommendation from such evaluations R. W. Beck, Inc. 3-13 SECTION 3 Phase 11 Model/Cost Upgrade Scenarios Based on the deficiencies identified in Phase I and in previous tasks, R. W. Beck shall discuss upgrade scenarios with City staff and identify viable alternatives. Each altematlive will be modeled and costs will be estimated. Economic Analysis of Altematives An economic analysis and comparison of the potential alternatives will be conducted. Results will be presented and discussed with City staff. The preferred upgrades will be selected and included in the Master Plan. Capacitor Placement Study The load flow model and reactive load data will be used to optimize capacitor size and placement to improve voltage and power factor. The results will be summarized I and included in the Master Plan. Ongoing capacitor requirements will be estimated based on expected reactive loads. Power Quality Program R. W. Beck will review available power quality data and/or customer complaints and investigations. The power quality program will be evaluated and recommendations made fr improvement, if required. Equipment Standardization R. W. Beck will evaluate existing equipment standards and how they are applied. Based in discussions with City staff, field observations and R. W. Beck's knowledge and experience, recommendations will be made for revisions and/or new standards as necessary. Risk Management Analyses Based on R. W. Becks review of Engineering, Operations and Maintenance standards, practices and procedures, as well as the facility condition assessment, we will summarize observed risks and offer suggestions for decreasing risk. The suggestions will be discusses with City staff to determine recommended actions to be included in the Master Plan. Safety Reporting Structure R. W. Beck shall review the existing safety reporting structure and safety records and offer suggestions for improvement, if necessary. The suggestions will be discussed with City staff to determine recommended actions to be included in the Master Plan. Distribution Automation R. W. Beck shall review any existing distribution automation sc, of additional distribution automation to improve reliability. recommendations will be summarized in the Master Plan. Deliverables Four (4) copies of each of the following items shall be delivered to tt, of Task 4 Phase H. Before delivering the items to the City of Vemor and final review to ensure accuracy, conformance and integrity of the 3-14 and evaluate the implementation : evaluation and any resulting City of Vernon for review as part R. W Beck shall perform routine C C C C rr PROJECT APPROACH AND SCOPE OF WORK ■ Discussion of the evaluations and analyses identified above and thle associated recommendation from such evaluations. ■ Cost estimate and description of projects identified for the 1 o-yeacj Master Plan. Task 5 Improvement Program Listed below are major projects proposed by Department staff that It. W. Beck' shall evaluate and integrate into the CEP and Final Report. ■ Substation 7 kV and 16 kV air circuit breaker replacement • Substation control and relay replacement • Leonis substation improvement ■ Cable replacement ■ Customer substation transformer replacements ■ Distribution capacitor banks R. W. Beck will conduct analysis to integrate the need to replace or upgrade the specified equipment in order to maintain acceptable levels of reliability and safety. Phase Define Improvements for 5-Year FY2007 CIP R. W. Beck shall summarize the improvements required for the City of Vernon's electric distribution system to meet the performance objectives established by the City of Vernon and R. W. Beck. Should a new facility be needed to meet future growth, R. W. Beck shall estimate costs and include in the CIP. Cost estimates shall include site acquisition, engineering, construction, and other contingencies. Establish Budgets for 5-Year CIP R. W. Beck shall prepare a summary table identifying the improvements for the 5-year CIP, their priorities, resources required, performance goals, cost and length of ti required for engineering and construction. Projects to support the Improvement Plan shall be grouped nto their respective substation service areas. The cost and benefit relationship of each project shall be cle uiy tabulated. Deliverables As part of Task 5, Phase 1, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. ■ Summary of improvements required for the City of Vernon's electric:, distribution system to meet all of the performance objectives for 5-year CIP ■ Estimated costs and recommended alternative locations for new faci ■ A table identifying the improvements, their priorities, resources and length of time required for engineering and construction if any performance goals, cost R. W. Beck, Inc. 315 SECTION 3 Phase 11 Define Improvements for 10-Year Master Plan R. W. Beck shall establish a ranking procedure and rank the required improvements. R. W. Beck shall provide phasing requirements, if necessary, and cost estimates for each improvement. Should a new facility be needed to meet future growth, R. W. Beck shall evaluate and recommend alternative locations. Cost estimates shall include site acquisition, engineering, constructions and other contingencies. Establish Budgets for 5-Year FY2008 CIP R. W. Beck shall prepare a summary table identifying the improvements for the 5-year FY2008 CIP, their priorities, resources required, performance goals, cost and length of time required for engineering and construction. Projects to support the CIP shall be grouped into their respective substation service areas. The cost and benefit relationship of each project'shall be clearly tabulated. R.W. Beck will conduct analysis to integrate the need to replace or pgrade the specified equipment in order to maintain acceptable levels of reliability and safety. For eacp review we will prepare a written report identifying the current status of the equipment, an estimate of when it should be replaced, the estimated cost of replacement or upgrades and a phasing plan for implementing replacements. Deliverables As part of Task 5, Phase II, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. ■ Summary of improvements required for the City of Vernon's electric distribution system to meet all of the performance objectives for the 5-year FY2008 CIP • A ranking procedure and rank all of the required improvements • Phasing requirements, if necessary, and cost estimates for each improvement ■ Estimated costs and recommended alternative locations for new facilities, if any • A table identifying the improvements, their priorities, resources {required, performance goals, cost and length of time required for engineering and construction ■ Update of 5-Year FY2007 CIP, if required Task 6 . Final Report Phase 5-Year FY2007 CIP Budget and Draft Master Plan R. W. Beck shall provide a 5-Year FY2007 CIP budget including p *ect descriptions and supporting documentation in a draft Master Plan report. The draft Master Plan wi 1 discuss the ability of the City of Vemon's current electric distribution system to meet performance objectives. Deliverables As part of Task 6 Phase I, R. W. Beck shall submit to the City of1Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. W. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. 0 FJ 3-16 PROJECT APPROACH AND SCOPE OF WORK i Report Outline: 4 hard copies Draft Reports: 4 hard copies each of 50% ■ Final Report: 3 hard copies and 2 electronic copies (including 411 text, figures, tables and maps). I Fiscal year 2007-2012 implementation schedule including resources and costs. C Phase 11 r. Comprehensive 10-Year Master Plan The Final Report shall compile, describe, and summarize the Project. It shall include a chapter on each Project task and the finalized versions of the task deliverables. In ea h chapter, R. W. Beck shall discuss assumptions and analyses made, results, conclusions, and recommendations. The Final Report will form the Master Plan for the City of Vernon. R. W. Beck shall prepare and submit to the City of Vernon, for C approval, an outline of the Final Report before starting the first draft. j The Master Plan needs to be a document that can be relied on bydecision-makers to confidently decide how best to address the City of Vernon's future electric system needs. By capturing the input of staff early on in the process and by working closely with City staff who will own the plan, R. W. Beck will produce a useful planning document for the City of Vernon. The Master Plan will be supported by the detailed technical studies described in the preceding tasks. Consisting of insightful documentary as well as clear and meaningful illustrations, this effectively organized and professionally produced proposed Electric Distribution System Master Plan will be the framework on which future decisions of electric system expansion are based. Deliverables As part of Task 6, R. W. Beck shall submit to the City of Vernon the following for review, comment, approval or use. Before delivering the items to the City of Vernon, R. iW. Beck shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. Report Outline: 4 hard copies • Draft Reports: 4 hard copies each of 75% and 100% • Final Report: 3 hard copies and 2 electronic copies (including alh text, figures, tables and maps) ■ Fiscal year 2007-2012 implementation schedule including resources and costs R. W. Beck, Inc. 3 17 Project Cost and Fee Schedule R. W. Beck's total not -to -exceed cost for the implementation of the C of Vernon's Master Plan, along with all related information, is present in a separate envelope labeled "Fee Schedule" as requested in the City Vernon's Request for Proposals. Project Schedule Provided on the following page is a summary of our proposed project schedule, showing each of the major tasks and the timeframe o� completion. Also included in this summary are key milestones, deliverables and meetings. Through our continuous Prc jec Management, we emphasize the frequent meetings between R. W. Bec and the City of Vernon to promote effective communication which will keep the project on schedule. For most of the deliverables, we have allowed for a 2-week review. For major deliverables, such as the draft master plan, we expect the City of Vernon will need 3 weeks for review. Our schedule is directly dependent on the scope of work described in the proposal. A change in either the scope of services or the project schedule could impact the proposed costs. SECTION 4 PROJECT COST AND SCHEDULE The budget and schedule include specific project management tools such as tnonthly meetings, status reports, and coordination meetings to facilitate conl- neunication and keep the project on track. 4-1 SECTION 4 Project Approach Achieves Schedule A = MILESTONE Rdabft �,,,MwLL��^ ... _ C IlWM%V COrKA MI Sum►my & LW Rbw Model KgyAn*pu & Evasion A<temaMMal = & ftcan mIW9sdono- RecbmmerMedImpr"m* Cod EslbWes Final Report Final Master Plan & Dm1t'5-*wFYM CIP 4-2 9 91 a I I SECTION 5 EXCEPTIONS SERVICES AGREEMENT This AGREEMENT ("Agreement") is made, entered into ar 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 , 2095 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 R. W. Beck. Inc„ hereinafter referred to as the "Contractor" 1001 Fourth Avenue. Suit 2500 Seattle WA 98154-1004 WHEREAS, RECITALS Page 1 of 19 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT I1.01. This Agreement will become effective on . 2004, and will continue in effect jor a period of one (1) year or until terminated as provided in this) Agreement. City shall have the option to extend the Agreement in one (1) year increments. 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 cor jipanies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean R. W. Beck. Inc. and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bids or proposal which may have, but not necessarily, preceded exec of the Agreement, and including the General Provisions and all exhib and schedules attached to the Agreement and all plans and spec' . n identified in the Contract Documents. E. "Contract Price" shall mean the compensation set forth or prov' for in Section 4.01 of this Agreement. Whether it expressly provides or 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 complee payment for satisfactory completion of the Work and, unless otherwise s ted, 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. Page 2 of 19 tC U 5- V J. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. "Proprietary Information" and "Confidential Information" shall m an all information, whether written or oral, which Contractor acquires rom, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes Involved it, the Work including, without limitation, information concerning past, prese it or future business plans of City, information about the operations of s Premises, and other City Information or know-how obtained d 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 public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreeme t; 3. Information which, .prior to disclosure hereunder, was already In Contractor's possession without limitation regarding disc jilosure to others; or 4. Information which, subsequent to disclosure hereunder, obtained by Contractor from a third party who is lawfully in posse n of such Information and not subject to a contractual or fidu ry 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 It of any court order or subpoena, the Consultant shall immediate notify the City of any such required disclosure, at City's expense 11 cooperate with legal counsel in the appeal or challenge any such order or subpoena, and shall only disclose Confidential I ormation to the extent required in the order or subpoena. "Subcontractor" shall mean any first or lower -tier subcontractor nd its employees, representatives, agents, subcontractors or other pe sonnel who have been approved in the manner required by this Agre nt. "Work" or "Services" shag mean the work performed by Contra or and required to be performed from time to time by City under this A earner Page 3 of 19 C SECTION 3. SERVICES TO BE PERFORMED BY E CONTRACTOR Specific Services t 3.01. Contractor agrees to orenare an Electric Distribution System master Planforlthe City's aenraea E in a timely manner. Contractor's Services shall include, but will not be limited to, ????? E The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. t 3.02. Contractor shall be responsible for ????? 3.03 Contractor shall take all necessary steps to ???? t 3.04. Contractor shall perform all labor, work, or other operations required for fulfillment of this Agreement, including tools and equipment, WAefi6ed in the acoondenm ion scope of work jn the Request for Proposal, a copy.of which is atta ed hereto as "Bo Dekftda dertned Exhibit and incorporated herein by this reference. Change of Services 3.05. City may at any time, by written cue order executed by the City Administrator, make changes only to extend the Work duration and total compensation of u�tions, Contractor's Work. Changes In the scope of Work, or duties and shall be authorized only by the City. 3.06. City may make "Changes" by increasing, reducing or deviating fromi the requirements of the scope of Work. A form of Change Order is set lIorth in Exhibit C attached hereto and incorporated by reference. Timing of Services 9 3.07. Contractor's Services shall commence upon the execution 4 this Agreement by both parties and award by the City Council and shall and after a period of one (11 year (see 1.01 above). 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. 3.08. 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, in accordance with Section Z of this Agreement. After notification, Contractor will make a good faith effort to within _ U days of notification or in accordance with a written schedule approved by City. If DdaEe�i: = work cannot be completed within this period, Contractor shall pro the City a full damage assessment, cost estimate and completion schedule hin live 5 Ddew& wo t2> Page 4 of 19 ;Z 11 days of notification. Normal work hours are Monday through Friday 7:W am to 5:00 pm. 3.9. City may request that Contractor work outside of normal working hours 0:00 am to 5:00 pm Monday through Friday). if Contractor complies with a City request to work outside normal working hours, Contractor may be compensated according to the terms and conditions set forth in Section 4 of this Agreement. Method of Performing Services 3.11. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 3.12. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it Is and will not become an employee, partner, agent, or principal of City while is Agreement is in effect. Contractor agrees it Is not entitled to the rights benefits afforded to City's employees, including disability or unemployment inFrAms , workers' compensation, medical insurance, sick leave, or any other aent benefit. Contractor is responsible for providing, at its own expense, , unemployment, and other insurance, worker's compensation, trainins, and licenses for itself and for its employees and subcontractors. shall have complete and sole control over its employees, the details of the and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.13. 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 3.14. Contractor is responsible for paying when due all income taxes, inciudi g estimated taxes, incurred as a result of the compensation paid by City t the Contractor for Services under this Agreement. Contractor agrees to in nify City for any claims, costs, losses, fees, penalties, interest, or damages uffered by City resulting from Contractor's failure to comply with this provision. 3.15. Payroll taxes including federal, state and local taxes shall not be withhold 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 Serfs performed hereunder for federal or state tax purposes. Contractor shal be responsible to pay taxes mandated by law. Page 5 of 19 3.16. 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, dei;cribed in Section 3 of this Agreement, City agrees to pay Contractor on a r, materials and equipment basis. City agrees to pay Contractor for Work completed according to the following rates (the "Contract Price"): 4.02. In consideration for services to be performed under Section 3 of this agreement, City agrees to pay Contractor for materials according to Section — of this Agreement. Entire Compensation 4.03. The Contract Price is full and complete compensation, and commutes the entire compensation due Contractor for the Services and any and all of ConVadoes A obligations hereunder. The Contract Price includes without . compensation for applicable taxes, customs duties, fees, ovefiear, profit„ travel a time to and from the Premises and all other direct and indirect incurred or to be incurred by Contractor herermder. The Contract Price set f 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 4.04. For Services rendered under Section 3 of this Agreement, Contrail r shall be entitled to receive monthly payments. Contractor shall submit to C a monthly invoice and statement of Services, prepared in accordance with C' requirements, by the �� of each month, for the calendar month's completed Work. City will make payments to Contractor viin thirty (30) days after acceptance and approval of the invoice received from tractor. 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 Page 6 of 19 2 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 only be billed if advance written approval has been obtained from4he City. Compensation for Changes 4.07. The compensation due Contractor, or the credit due City, for charges may not be established verbally, and shall be established in a written change order signed by City as described in Sections _ and 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. 5.02. Contractor is responsible for damage resulting from performing of the affected area. 5.03. 5.05. rroaucts or L onsutung All documents prepared by Consultant under this Agreement ("WoItk Products") shall be the r)[opeln of Client:' ed however, a ConsultantGranted is �'— an unrestricted license to retain copies and use all Work Products, b is use shall be limited to the intendgguse f r which the Work Products are grovido under this Agreement Consultant shall retain ownershig of ts intellectual groveft including the procedures, processes,internal resources. t)oIs and othei means used by Consultant to re are the Work Products . Furth 0 Client releases the Work Products to a third 2aft without Consultant's orwritten consent or changes or uses the Work Products other than as intel nt shall not hereunder, Client does so at its sole risk and discretion and Cons be liable for any claims or damages resulting from or connected with the release or any third parry's use of the Work Products_ City shall not be responsible for the accuracy or completeness of information data shown on the City's base maps or or any other Page 7 of 19 Delebek AN products of consulting services Including, but not limped to, manuals, documents andfor computer software, shelf become the property of the City and shall be delivered b the City bebre the end of the performance of lhis Agreement. Basic notes and sketches, charts, computations and other data shall be made avallabte to City wWxKd restriction or imitation on their use.1 Dalabed. warren" 1 5.04.. Contractor warrants to City, for _ (_ J from the date of any repairs, that the repairs shag be free from detects in material and workmanship. Contractor shall be liable for the replacement and installation of any parts that fail through a defect in material or workmanship at no charge to city during such warranty period.1 information. Contractor shall have full responsibility for reviewing and checking all such information and data, and repairing any damage thereto C resulting from the Work, the cost of which will be considered as hag been included in the Contract Price. Contractor shall comply with the Cityj of Vernon C. Plan described in Exhibit "_" attached hereto and incorporated herein by reference. C 5.06. Contractor will perform the Services under this Agreement on City's premises during regular business hours. Tools, Materials, and Equipment C 5.07. Contractor will use materials and supplies Liability Insurance 5.08. Contractor and its subcontractor(s), 9 any, shall, prior to commencerrhent of any Work and for the duration of this Agreement, obtain and maintain at own C expense, those minimum levels of insurance coverage as set forth low. Prior to commencing Work hereunder, Contractor shall provide the City proof of insurance providing and maintaining the coverages and endorsem is 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 bast thirty C (30) days prior written notice to the City. C 5.09. The insurance coverage as Wed herein, shall be properly endorser to include those contractual obligations which may be identified further within this Agreement and shall be enclorsed to provide City all the rights and privileges of an additional insured. 5.10. Contractor shall cause its insurers to issue, includingbut not limited fp, Certificates of Insurance evidencing that the coverages and endorsements ova: or, ww request eeWW required under this Agreement, are maintained in force. 0°°w of me h3Of of " °0iciss _ intain thos In' �� 9 any, aendorsed 5.11. Contractorrequirements °wed: er�,re r* ass eq sp gre Wonal as specified in�Atm Agreement and are insured(s) on all required Contractor insurance coverages. Contract r and its subcontractor(s), if any, shall maintain in effect the following minimu 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 thej nation, .c state, territory, or province exercising jurisdiction over the Con rector's employees. Workers Compensation and Employers Liability I ranee shall have a minimum limit of $1,000,000 per occurrence. C46tractor Page 8 of 19 further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contra or's employees or agents. B. Comprehensive General Liability Insurance, including, but 3 of limited to, Contractual Liability, Products and Completed Operations lability, Broad Form Property Damage and Bodily Injury Liability, and E losion, 3 Collapse and Underground Liability, with a minimum comb ned single limit of $1,000,000 per occurrence. cdeced: 2 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 �1,000,000. ;Such evidence Ddew: (Excess of insurance can either be through the primary insurance c Nerages or odeced: 2 through an excess policy. Such insurance shall at all Unr#w be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. 5.12. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shaft submit to the City documentation kx6cathig compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not corn ce performance of its Work under this Agreement until the above ins rance has been obtained and proof of Insurance has been filed with and oved by the City. 5.13. Contractor shall not permit a subcontractor or vendor to perform rk on City premises unless and until a certificate of insurance is obtained s 'ng that such subcontractor or vendor has worker's compensation coverage. If tractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors 0 insureds under its own policy or shall furifsh separate insurance for each subcontractor, meeting the requirements set forth above. Representations ' 5.14 To the fullest extent permitted by law, Contractor shall defend, i nify 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, lasses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of 1 defense, Jo the extent caused by the negligent or wrongful acts of Contractor or ( �� $ g M of or a its employees or agents under this Agreement, except to the extent arising from Page 9 of 19 1 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. 5.15. Contractor and City represent that each has read and understands Ole 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 ru , and that Contractor has visited Premises where the Work is to be done and familiar with the local conditions under which it is to be done. Contractor also r sertts that it. is experienced in performing and competent and qualified to perfo the kind of tasks or assignments included in the Work and employs or has av ' 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. 5.16. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement with the degree of skill anc diligence normally ractice b r consultants lmi-forining the same or similar services. No of ee ex sled or iWied, is res t tote servicys fu&ULshW under thisAgreement and all implied wa krities disclaimed . This means Contractor is able to fulfill the requirements this Weis* in a competent, Agreement. Failure to perform all the Services required under this Agreement ladvibe or direction or City constitutes a material breach of the Agreement. Contractor has COO bete and sole discretion for the manner in which the Work under this Agreem t will be performed. 5.17. Contractor declares and states that is has complied with and will con tinue 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 performjed under this Agreement. 5.18. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, ges, recoveries and deficiencies, including interest, penalties, attorneys f and costs, that City may incur as a result of a breach by Contractor of an representation or provision contained in thig.Agr�eement lr in 5. osieEod: or any roe~ or 5.19. Contractor's rights under this Agreement may not be assigned norLb� uties Inw- °"ai w" ««missions by 9h Y Contractor, Rs subcorftcWs, I be delegated or subcontracted without the prior written consent of vents, and enwayees consent will not be unrea0g9A r withheld. Any assignment or del �,„,� ttiyi,ii9nt subcontract in violation of this Section shall, at City's sole discretio.Consent by City shall not relieve Contractor of responsibility far peof Contractor's obligations hereunder. City may assign all or any part 0 this Agreement at any time effective immediately upon written notification to Page 10 of 19 i ' Contractor. ' 5.20. At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party matt' notify the ' other in writing of the identity of such persons from time to time. 5.21 No employee of Consultantshall ve individual liability to Client. To th extent permitted bylaw, the total liability of Consultant its officers directors s areholders ern to ees and subconsultants or any and all claims arising out of this A weenient. ,1 including attorneys' feesand whether caused by negligence, errors. omi sign stri t liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the revenue received by Consultant under this Areement or on hundred fifty thousand dollars (U.S. $150,000.00). whichever is greater. 5.22 In no event and under no circumstances shall Consultant be liable to C ie t for anv ' rinci I interest loss of anticipajWv nu s. earnings. Mors increase J exnensef o ration or construction, loss by masonf shutdown or non-20mtion d e to late completion or otherwise or for any other economic, consequential, indirettt or special damages. Work Injury 5.21. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and ref�aln the responsibility of Contractor. Cityy's first aid facilities, if any, howeve, will be made available to Contractor's employees In emergency cases which ar the direct result of accidents occurring on the Premises. City shall incur no li sty for, and Contractor hereby agrees to indemnify City against, any causes of iction, claim, liability or costs, including attomey's fees, arising in whole or part o it of the furnishing of such first aid facilities or assistance to Contractoeseff ployees, subcontractors, representatives or other personnel, or out of the failure to fumish ■ such facilities or assistance. Records, Inspection and Audit 5.22. During the course of Work being performed, Contractor and any of Its subcontractors, shag maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contracts costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3)I 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 iih cash); (b) Page I I of 19 Fwmatft& Indent: Hanging: 0.5• invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; �) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation Cityy deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.23. 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 5.24. Jalready in 5.161 Indemnity Process 5.25. The City shall notify Contractor in writfg of any suits, claims or dem covered by any indemnity contained in this Agreement. Promptly a r receipt of such notice, Contractor shall assume the defense of such claim with I reasonable satisfactory to City. ff Contractor fails, within a re time after receipt of such notice, to assume the defense with counsel reason satisfactory to City, or if, in the reasonable judgment of City, a direct indirect conflict of interest exists between the parties with respect to the cla or if in the sole judgment of City the assumption and conduct of the defense by tractor would materially and adversely affect City in any manner or prej ' its ability to conduct a successful defense, then the City shah' have the right to a the defense, compromise and settlement of such claim for the account at the expense of Contractor. Notwithstanding the above, if the City in its le discretion so elects, City may also participate in the defense of such s by employing counsel at its expense, without waiving the Contractor's Igations to indemnify or defend. Contractor shall not settle or compromise any kn or consent to the entry of any judgment without the prior written con of the City and without an unconditional release of all liability by each claimant plaintiff to the City. Treatment of Confidential and Proprietary Information 5.26. For live 5 years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except connection with the Work or from disclosing it to any third party other to employees of Contractor who require it in performance of the Work except to such other third persons as City may authorize in writing. If disclosure to such an Page 12 of 19 Dddted: Cankacw agrees that d Services provided vA be owdUded by the prinoiped and cW"MM do members, N any, under the supervision of the princW and that Services wN be perbmwd and rerwemd dOprdy. coMracar represents rat k tras, or dM secure. at its own e4MM, aid personnel regt*W b perform contractor's SwAoes under lhb Agreement, but at aN times"be nesponsaie for the Services of such persorw*L coMrector may rat empty any suboantracbr wiffaut"prior written aoorovalofthe Cib. Formatted: HlghNgtt Deleted: ten (10) . E employee or to other third persons is so authorized, Contractor shaill 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. 5.27. Contractor shall take reasonable precautions to safeguard any docul' nents containing Proprietary Information which City may supply to Contrac or hereunder. Contractor may copy, in whole or part, such documents o the extent necessary for the performance of the Work, and Contractor shall rett im to City upon the completion of the Work or request by City all such documei its and copies. Contractor may keen one coov for its legal records 5.28. Except as expressly permitted by prior written consent of the City an ursuant to section 2.01 H above. Contractor and/or its subcontractors shall not isclose, permit the disclosure of, release, disseminate, or transfer, whether ly or by any other means, any part of such Confidential Information to any o person or entity. , I (see section 5 3) I 5.30. 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 avakkbie to any individual or organization without the written consent of the City prior to such release. 5.31. 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 5.32. Contractor shall comply with all laws, regulations, executive orders an other applicable requirements of any governmental agencies having jurisdi ion including the Fair labor Standards Act, the Occupational Safety and alth 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 applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.33. Contractor shall make timely payment of all employment taxes and of a all social security and other contributions of every kind required to be made withrespect to or measured by the wages and salaries of persons employed by Contractor. Page 13 of 19 Deleted: contractor and/or its subcontractors shaO return any written Confidential Information and al copies made of such pears to the City upon the Cfiy's -am request, but in any event not later Qah the date that Contractor has perfofrW al Work to be perfomhed pursuant to thts Agreement Contractor hereby agrees that such Conklential provided may Contractor authorized by the City. Contractor she# include a provision in its agreements wOh subcontractors that bind the srbcontraclors to riffs non- disclosure requirement Deleted: 529. _ AN 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 inpiement V this Agreement, with the exception of woridng notes, intemal documents and Contktenttal 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 riot Confidential Information, as desired. Formatted: HigMight Formatted: Indent: Left: 0", First One: 0" Deleted: I 5.34. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.35. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being pedorrned by Contractor under this Agreement. Contractor's License Classification 5.36. 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 or extended according to the terms and conditions set forth in this Agreement, this Agreement will continue in effect for a period of one (1) year after the effective date of this Agreement. Non4Wau(t Termination 6.02. City, at its sole discretion, may terminate this Agreement upon th (30) days written notice to Contractor and such termination shall be 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 4fter such notice is sent, the parties shall continue to act toward each other in I,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 SerMftwperformed prior to the date of delivery of the termination notice, plus compen tion for (i) necessary Work pedonned during the notice period and authorized in the termination notice, and QQ all costs reasonably and necessarily kxx rred by Contractor directly attributable to temination which could not reaso, iably 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 Page 14 of 19 following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor, or C. Assignment of this Agreement by Contractor without Pity's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or mate0agy breaches any of its provisions, City may immediately terminate this (Agreement by giving written notification to Contractor indicating the effective to 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 a waiver of any breach or default of such a right. The failure of either party to is Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shag 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 f the unexecuted portion of the Work or any other damages because of s ch 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 shag be sent by fax or by certified mail (return' receipt requested) to the respective addresses set forth below, or at such other address Page 15 of 19 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 il facsimile was sent. Maed notices will be deemed communicated of the day of receipt or the third (31d) day after mailing, whichever occurs first. Contractors R. W. Beck, Inc. City - City of Vernon, California Attn: Attn: Bruce V. Malk6nhorst1 Jr. 1001 Fourth Avenue Acting City Clerk Suite 2500 4305 Santa Fe Avenue Seattle WA 98154-1004 Vernon, CA 90058 Fax: 206-695-4701 Fax: 323-826-143 Telephone: 206-695-4700 Telephone: 323-583-881 With a copy (not constituting Notice) to: R. W: Beck. Inc. ATTN: Lin Ross 1001 Fourth Avenue, Suite 2500 Seattle WA 98154-1004 Fax: 206-695-4760 Entire Agreement of the Parties 7.02. This Agreement supersedes any and all agreements, either oral or v vitten, between the parties with respect to the rendering of Services by Cor tractor for City with respect to the subject matter of this Agreement and contair s all of the representations, covenants, and "agreements between the parties wi h respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, Indu xments, promises, or agreements, orally or otherwise, have been made by a iy party, or anyone acting on behalf of any party, which are not contained in thk Agreement, and that no other agreement, statement, or promise not contained it i this Agreement or a subsequent amendment or change order shall be m ilid or binding. No amendment or change in the provisions of this Agreem It shall be made, except in a formal written amendment signed by Contractor an Contractor C authorized representative of the City, or in a written change order. expressly waives all claims for compensation based upon quantum i writ, implied C contract or oral contract. Each party represents and warrants that Is has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, t ther with Exhibits A, B and C, which are ah attached. In the event of conflict tween this Agreement and any of the exhibits, including the Proposal, this Agr nt shall prevail. Page 16 of 19 7 Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisoiction 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 lefther party in connection with this Agreement, and the relationship and rights of parties in connection with this Agreement, whether characterized as breach Qf contract, tort, or otherwise (except for those requesting injunctive relief) shalt be determined by binding arbitration in accordance with the terrns 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 re 3olve any and all claims, disputes or disagreements arising under this Agreeme it, except for claims by either party which seek injunctive relief, which claims sh kI1 be resolved by suit filed in the Superior Court of Los Angeles County, Ca domia, the decision of which court shalt be subject to appeal pursuant to to 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 S'action, relying on arbitration as the sole means of resolution of disputes. Art l ration 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 (#* "Arbitrators*) under the auspices of Judicial Arbitration & Mediation s, Inc. ('JAMS"). Such arbitration shah be initiated by the parties, or eithertjem, within ten (10) calendar days after either party sends notice of a to arbitrate (the "Arbitration Notice") to the other party and to JAMS. bitration Notice shall contain a description of the subject matter of the arbitrathe dispute with respect thereto, the amount involved, if any, and the 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 refired 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 AMS and the judge selected by the other party will select the third judge for the mml. The third judge is to be selected within ten (10) calendar days following thii i selection of the first two judges. The three judges will together serve as the Art Itrators. The arbitration shall be conducted in Los Angeles, California. Any pa ty may be represented by counsel andlor other authorized representative. In rer ring a 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 shalt be based on the evidence introduced at the hearing and accompanied by a written Page 17 of 19 C 7 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 l KMW of the last of the Arbitrators. The decision shall be conclusive and bi ' g, 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 ftomia Code of Civil Procedure Section 1286.2. The validity and enforce iliiy 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 Agre nt, the prevailing party shall be entitled to reimbursement for reasonable at omeys' 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 tc any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations this Agreement when a failure of performance shall be due to an uncon a force. The term "uncontrollable force" shall mehn any cause beyond the trot of the party affected, including, but not restricted to, flood, earthquake, st , fire, lightning, epidemic, war, rK cM disturbance or disobedience, fedenai, state, or municipal action, statute, ordinance, or regulation, embargoes of theUnited States Government or any other govemment, which by exercise of a diligence such party could not reasonably have been expected to avoid and exercise of due diligence has been unable to overcome. Either party rendered to fulfill any of its obligations under this Agreement by reason of an le force shall give written notice within five (5) business days of such f to the other party and shall exercise due diligence to remove such inabilltyj with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this A may be modified or amended only by a written document executed by bothtractor 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 all in no way define, limit or describe the scope or intent of the Agreement orrany part thereof. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 18 of 19 O 7 H IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. Executed at , Califomia, on City: City of Vernon Name: Leonis C. Malburg, Mayor Date: ATTEST: Bruce V. Malkenhorst, Jr. Acting City Cleric Contractor. R. W. BECK, INC. By Name: Title: Date: Name: Title: Date: ATTACHMENTS: EXHIBIT A — PROPOSAL_ EXHIBIT B — RFP EXHIBIT C — CHANGE ORDER Page 19 of 19 APPROVED AS TQ FORM: Eric T. Fresch, City'IAttomey APPENDIX A RESUMES OF KEY PROJECT STAFF APPENDIX A RESUME INTRO 1 Mr. Rupp's experience includes the planning, engineering, des, construction, and Operations and Maintenance (O&M) of electric po er systems, including the production, transmission, and distribution I,of electric energy and the economics of power marketing for more than 'I18 years. Past work includes experience with electric utilities, energy consulting, and power system construction industries. As a senior consultant at R. W. Beck, Mr. Rupp provides project management services for electric utility projects. Mr. Rupp has participated in the development of power system plans O investor- and customer -owned utilities, including the development 'of transmission system plans and integrated resource plans. Mr. Rupp is familiar with power system analysis, load forecasting, production cast simulation, security -constrained economic dispatch, locational marginal pricing, integrated resource plan development, and electric utili y avoided cost analysis Mr. Rupp has experience in complex power syste analyses, including power flow, transient stability, fault studies, reactive margin studies, transfer capability studies, and nomogram development throughout the Western Electricity Coordinating Council (WECC) transmission region. Significant transmission projects analyzed by Mr. Rupp include tl�e California -Oregon Transmission Project, the Adelanto-Lugo Transmission Project, the Devers-Palo Verde No. 2 Transmission Project, and the California -Oregon 1,000-kV do Intertie Upgrade Project. Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Departtnwi% California The Water and Power Department of the City of Pasadena owns operates its own generating stations and transmission and distribt systems. The City has transmission interconnections to the CalifY power grid, and has joined with the California Independent Sy; Operator. Pasadena's power delivery system consists of 34 subtransmission, and 17 kV and 4 kV distribution systems that s 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Maste Plan for the City of Pasadena, our focus was to analyze performano objectives through the year 2020. The objectives included achievinj adequate system capacity to meet service demand; maintaining servio reliability; and maximizing resources and business opportunities Operating and maintaining the distribution system safely, efficiently an( in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, growth requiring additional and reliable capacity, and a lack Steven S. Rupp California State University, Sacramento B.S. in Electrical Engineering STEVEN S. RUPP organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutionsinto a logical and progressive guide for making decisions over the next two decades. Mr. Rupp served as project manager and was involved in all facets of the year long Master Plan development. He is currently working closely with the City to implement the recommended improvements. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other . The electronic maps were used to create an accurate computer model of the electrical distribution sy tern. R. W. Beck developed a load forecast with a 10-year planning ho izon considering historical records including substation feeders, large customers, residential develop nt plans, and land use information from the City's Planning Commission. In order to provide a cost-e ective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Rupp was the client manager for this project and worked closely with the City and the project manager to keep the project focused and on -track. His presentati n of the Master Plan to the City Council was praised by council members and he is now working with new electric utility staff to implement the plan. Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a co Plan for its distribution system. The system study covered more the underground cable at 12.47 kV, serving the utility's 12,000+ custome In preparing this comprehensive study, our project team conducted gather necessary data and verify information in developing the Mast staff for additional information and clarifications on the informatic comprehensive engineering model of the distribution system and pet using the Milsoft WmdMil® program. R. W. Beck staff performed an independent assessment of AL&W's performance with regard to safety, reliability, and optimal circuit cont estimate of capital improvement projects and proposed a viable segw year period, we also developed and completed a conceptual design fo automation and monitoring, as well as a cost estimates for system autc to preparing a draft report and Master Plan for the City, our team as study for presentation to AL&W's management and Utility Board. Mr. Rupp served as project manager for this project and developed the 2 ract to develop a 10 Year Master 52 circuit miles and five miles of at a peak load exceeding 40 MW. ,Id inspections to assist with and Plan and to confer with AL&W's gathered. We also developed a Brined a complete system analysis istribution system and verified its ;oration. Along with preparing an ice construction timeline for a 10- future electric distribution system nation improvements. In addition ambled a subsequent final system ;tern study and resulting CIP. STEVEN S. RUPP Development of Renewables Transmission Plan San Diego Gas and Electric Company (SDG&E)ICalifornia As project manager and principal investigator, Mr. Rupp led a team of engineers to develop a comprehensive system plan to accommodate the development of more �han 4,000 MW of new generating resources in the SDG&E service territory. The team completed this regulatory mandated study in four weeks with very few requests for clarification. R. W. Beck providcomplex power system studies, short-circuit studies, GIS mapping, and financial analyses. System Interconnection Studies San Diego Gas and Electric CompanylCalifomia With Mr. Rupp acting as project manager and principal investigatory R. W. Beck conducted detailed system impact studies to analyze and develop interconnection plans fojr new power plants connecting to the SDG&E transmission system. The new power projects were a', result of SDG&E's request for proposals to supply 300 MW of new capacity to serve its customer base. R. W. Beck's evaluation of three separate projects totaling more than 30 interconnection scen os -in less than six weeks was important to SDG&E's selection process that determined which propoi new plants it would purchase power from. Development of System Planning Policies and Procedures Imperial Irrigation DistricteaSfortia Mr. Rupp worked with the senior management of the Imperial Irrigation District to review the effectiveness of their system planning framework and develop new planning policies and procedures to ensure the development of comprehensive supply and transmission Mans. Mr. Rupp's work led to a reorganization of the power supply planning functions of the District and implementation of new supply, transmission, distribution, and operations planning policies and pros res to direct important planning functions, including demand forecasting, locating new substationsing distribution feeders, and expanding the transmission system. Power Supply Plan Development and Implementation Northern States Power/Minnespoiis, Minnesota As project manager and lead analyst, Mr. Rupp conducted a review of more generating resources to a Midwestern IOU. The evaluation required the evaluation, model to allow the comparison of a wide range of prc purchases from existing plants, and various types of ownership, p. Independent Power Producer projects. A probabilistic component to Mr. Rupp addressed uncertainties regarding fuel supply, plant perfc compliance, and financial viability. In support of the regulatory proc Rupp prepared data requests, responded to data requests, conducted the proceeding. than 30 proposals to provide development of a resource including system purchases, g, and purchases from new evaluation model developed by rnce, permitting, environmental surrounding the evaluation, Mr. dyses, and drafted testimony in Power Supply Plan Evaluation -Empire District Electric Company Missouri Public Service Commission1jefferson City, Missouri As project manager and lead analyst, Mr. Rupp directed the evaluatio n of the power supply plan of EDEC for the MPSC. The evaluation consisted of the detailed, critical review of a comprehensive integrated supply plan and proposals from competing suppliers to meet the supply requirements of the plan through supply and-transmio alternatives. R. W. Beck, Inc. 3 F STEVEN S. RUPP Integrated Resource Plan Evaluation -Nevada Power Company State of Nevada office of the Consumer Advocate/Las Vegas, Nevada As project manager and lead analyst, Mr. Rupp led the technical analysis and preparation of expert witness testimony to evaluate the proposed integrated resource and transmission plans of Nevada Power Company. Mr. Rupp's team evaluated all aspects of the integrated resource plan and prepared testimony that lead to resource plan improvements that provided substantial savings to NPC ratepayers. Integrated Resource Plan Evaluation —Sierra Pacific Power Co. State of Nevada office of the Consumer Advocat Carson City, Nevada As project manager and lead analyst, Mr. Rupp led the technical analysis and preparation of expert witness testimony to evaluate the proposed integrated resource and trnsmission plans of Sierra Pacific Power Co. The testimony prepared by Mr. Rupp's team helped defer the development of an expensive coal gasification project resulting in substantial savings to SPPC ratepayers. Integrated Resource Plan Development San Diego Gas and Electric Companyldfomfa As project engineer, Mr. Rupp worked with the IRP. team to develop'a robust, long-term power supply plan to meet the needs of SDG&E ratepayers. The plan included a comprehensive evaluation of supply, transmission, and demand alternatives to service SDG&E over a 20-ye�r planning horizon. Professional Affiliations ■ Institute of Electrical and Electronic Engineers ■ Association of Utility Marketing Executives • Power Engineering Society ■ Industrial Applications Society ■ Association of Facilities Engineering ■ Power Association of Northern California ■ Board of Directors, Electric Power Education Institute of the California State University ■ Past Chairman, Sacramento Section of the Institute of Electrical and Electronic Engineers ■ Past Chairman, Sacramento Chapter of the Power Engineering Society of the Institute of Electrical and Electronic Engineers 4 C C E C A Senior Director at R. W. Beckwith almost 25 years of experience, Ms. Batson provides consulting and engineering services in electric utility design, mapping, and system planning. She develops long-range transmission and distribution system planning guides for cooperative systems, as well as long- and short-term planning studies and construction plans for municipals and investor -owned utilities. She designs system -planning guides to focus on the utilities' needs for transmission, substation, and distribution facilities under normal, projected, and contingency conditions. In order. to develop capital requirement programs for budgeting, financing, and rate studies, utilities rely on her guides for direction and instruction. Several planning studies were used to develop capital requirement programs for budgeting, financing, and rate studies. During the past ten years, Ms. Batson has developed the following municipal system planning guides: • Pasadena Water and Power Department, California ■ City of Banning, California ■ City of Azusa, California ■ Lawrenceburg, Tennessee ■ Athens, Alabama ■ Hannibal, Missouri ■ Princeton Electric Plant Board, Kentucky ■ Milan Department of Public Utilities, Tennessee ■ Bristol Virginia Utilities Board • Hartselle Utilities, Alabama ■ City of Bardstown, Kentucky ■ Brownsville Power Utilities Board, Texas Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Deparftwk Callfomia The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power. delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. Joni S. Batson, P.E. Tennessee Technological University B.S. in Electrical Engineering University of Tennessee M.S. in Engineering Administration JONI S. BATSON, P.E. Ms. Batson was involved in evaluation of the distribution system infrastructure, operations, maintenance, engineering and growth potential. She developed the Master Plan based on the evaluations, analysis, and input from the project team. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. f objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructu=ss l growth requiring additional and reliable capacity, and a lack of organizational preparedness to the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a'I plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Electric System Master Plan City of Banning, California Ms. Batson served as the project manager for the development of the City of Banning's Electric System Master Plan. R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to curate an accurate computer rel of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost-effective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-yearNork Plan, and 10-year Capital Improvement Plan. Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a conl Plan for its distribution system. The system study covered more than underground cable at 12.47 kV, serving the utility's 12,000+ customers In preparing this comprehensive study, our project team conducted fr, gather necessary data and verify information in developing the Master staff for additional information and clarifications on the information gal development of a comprehensive engineering model of the distribution system analysis using the Milsoft WmdMil@ program. R. W. Beck staff performed an independent assessment of AL&W's di performance with regard to safety, reliability, and optimal circuit config estimate of capital improvement projects and proposed a viable sequem year period, we also developed and completed a conceptual design for 1 automation and monitoring, as well as a cost estimates for system autorr 2 :t to develop a 10 Year Master circuit miles and five miles of a peak load exceeding 40 MW. inspections to assist with and in and to confer with AL&W's red. Ms. Batson assisted in the �tem and performed a complete ribution system and verified its ation. Along with preparing an construction timeline for a 10- ure electric distribution system ion improvements. In addition JONI S. BATSON, P.E. to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Distribution Cost Estimate Lower Colorado River Authority The Lower Colorado River Authority retained R. W. Beck to develop elec and installation cost estimates. R. W. Beck performed a five-day field trip miles of existing 22-kV and 12-kV distribution lines to estimate the cost o facilities used in the evaluation of distribution options for the Circle C Sul construction cost estimates for rebuilding and/or new construction of the c actual field conditions, including pole height and age, circuit construction siting limitations. R. W. Beck submitted cost estimates in a letter report for the Authority's n estimates in a follow-up project performed to compare the cost of upgrade distribution, and transmission facilities to the cost of a new substation and Authority used the cost estimates in their justification for the proposed tray distribution system upgrade review approximately 30 roposed upgrades and new ition. R. W. Beck developed ribution lines based on d spacing, and physical view. R. W. Beck used the to the existing substation, ransmission line. The ;mission line. MilSoft Distribution System Model Municipal Utilities Board of Albertville. Alabtatta The Municipal Utilities Board of Albertville hired R. W. Beck to develop a Mi1Soft Distribution System Model. Ms. Batson served as project manager and was responsible for overseeing the development of the model and testing for reasonableness. Lewisville Distribution System Study Texas New Mexico Power CompanylLewisvft, Texas R. W. Beck completed a Distribution System Study in the Lewisville, Tex; Mexico Power Company (TNMP), an investor -owned electric utility with million kWh in annual sales, and 1,000 underground distribution circuit it The purpose of the study was to provide TNMP with an analysis of Z distribution system in Lewisville, Texas, with a goal of developing a improving the reliability and ease of outage -free maintenance of the ; addressed alternatives for serving a proposed 100-MW Internet hotel After site visits and analysis of the distribution system, R. W. Beck devel TNMP to consider. R. W. Beck investigated secondary selective systems switching) and secondary spot networks but these were judged to be too uninterruptible power supply systems. The following primary selective a', further economic and operating analysis: ■ Looped Primary Circuit with Source -Transfer Tie Switch Capability • Looped Primary Circuit with Substation Source -Transfer Capability ■ S&C's Intelliteam Open Loop System • Relay Controlled Closed Loop System • Double -Circuit Looped -Primary Feeders area for the Texas -New D,000 retail customers, 10 five substations and electric ective program for The study specifically in the service area. a series of alternatives for with and without subcycle isive compared to tives were identified for R. W. Beck, Inc. JONI S. BATSON, P.E. After identifying and defining alternatives through discussions amongl, the TNMP staff and R. W. Beck, the team prepared an analysis for each alternative. The analysis included a one -line diagram for each alternative, substation and distribution cost estimates for the initial capital cost of each alternative, and a comparative cost summary for each alternative including the level of reliability provided by each alternative. R. W. Beck prepared a study report that described the results of the economic and operating analyses. Analysis and Distribution Model Upgrade Alternatives Study Erwin Udlitles/Tennessee R. W. Beck was retained by Erwin Utilities to develop an Analysis and, Distribution Model Upgrade Alternatives Study. Ms. Batson served as the project manager and was responsible for overseeing the analysis and prioritizing of recommendations and summary reports. Military Base Electric Distribution Planning Studies U.S. Army Corps of EngineeralVarious Locations Tasks performed at each Air Combat Command Air Force Base included: compiled, reviewed, evaluated, and correlated government -furnished data, maps, and drawings; investigated the systems by means of field survey and interviewed base and headquarters personnel; and verified and established the location and size of all components of the electrical distribution system. The team used GPS and provided data in Access database; created AutoCAD® electrical distribution system map as an overlay onto the base maps; completed a base primary electrical distribution system analysis that included a complete coordination study, load flow, and short circuit analysis. The study resulted in the following actions: CADD® map and Accesse database creation; identification of violations, unsafe conditions, and immediate problem fixes; a recommendation to further equipment life; provision of various cost analyses; evaluation of overhead versus under I t=nd construction; recommendation of protective devices and settings to reduce problems during emergencies; provision of distribution analysis program and model for load studies, voltage drop and short circuit studies; and projection of growth and its effect on the system. R. W. Beck also provided concept designs, budget phasing, design drawjings, and economic analysis for the following projects: substation replacement, new delivery point substation, additional distribution ties, sub upgrades, and transmission system upgrades. Long -Range Plan Mountain Electric Cooperative, InOTennessee Mountain -Electric Cooperative hired R. W. Beck to assist in the preparation of a Long -Range System Study that considered new distribution, transmission, and power supply (construction requirements simultaneously as a one -system approach for the orderly and economical development of the total system. The team analyzed the existing system's substations, distribution lines, and major equipment based on RUS guidelines and design criteria for thermal loading, voltages, physical conditions, and reliability. The team used Southern Engineering's DVDCAL® software t analyze the distribution circuits for the projected winter 2006 peak load of approximately 300 MW. E JONI S. BATSON, P.E. Long -Range Plan Grayson Rural Electric CooperativerTennessee Grayson Rural Electric Cooperative (GRECC) retained R. W. Beck to provide a sound system planning report and general guidance to prepare for a long-range plan. The sys�em planning included improvement of the quality of service to customers as improvement opportunities occurred; expansion of the existing system far beyond the present design requirements; and economic evaluation of the construction of new facilities to meet the required capacity. Through this approach, interim changes and system additions became compatible with the capacity level needs as the system load growth occurs. This plan made allowance for changes that have occurred and prepared the system for the future by the timely installation of facilities, as needed, to provide sufficient and reliable service to its customers. R. W. Beck analyzed the existing GRECC. Planning criteria were developed based on GRECC's system reliability. System Planning Guide Fort Loudoun Eectric Cooperadvef ummmn Fort Loudoun Electric Cooperative retained R. W. Beck to analyze d peak of 212 MW and 39,281 customers. R. W. Beck prepared a UP current and future substation and distribution facility requirements. I considering the projected loading from the RUS accepted Power Red Nine alternative solutions were identified to alleviate any existing sy. was performed on each alternative. Actions to upgrade the overall qu members were proposed. The team provided a preferred plan to prov expansion of the system. Investment in the improvements and new fe step with the growth in load and revenue. The team provided a transit long-range system development. FLEC system to serve a system at would serve as a basis for isting system capabilities cements Study were evaluated. :m problems. Economic analysis ity of service to the FLEC for an orderly upgrade and lities were recommended to be in ,n plan to achieve the preferred R. W. Beck, Inc. 5 Mr. Mullen is a licensed professional engineer actively engaged in', the use of computer modeling to address utility operations and system expansion issues. He is experienced with the application of a variety of engineering analysis software packages related to electrical transmission and distribution systems. He is also involved in the developmeni,, of engineering analysis software as an elected member of a user advisory board and the evaluation of beta releases. Mr. Mullen supervises staff engineers and mapping technicians involved with developing engineering models and database applications. In this role, he has gained knowledge of interfacing various mapping software packages to engineering analysis packages. Mr. Mullen applies engineering models and uses various programs to develop solutions that address system expansion plans to serve projected growth, alleviate day- to-day operating problems, and coordination issues. As a project engineer, Mr. Mullen also provides analysis and engineering services in electric utility design and system planning. Mr. Mullen has experience developing load/customer forecasting and preparing cost estimates and funding requirements for facilities to serve projected customers. He develops RUS-approved construction work plans and long-range transmission and distribution system planning guides for cooperative systems. He also develops municipal planning guides for transmission and distribution systems. The system planning guides developed by Mr. Mullen address utilities' needs for transmission, substation, and distribution facilities under normal, projected, and contingency conditions. Utilities use the guideito develop capital requirement programs for budgeting, financing, and rate studies. Mr. Mullen's utility consulting experience also includes rate studieEs, short circuit flows, reliability studies, gas system plans, mapping projects, and information system plans. Relevant Project Experience Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeder.:, lar$e w P. Keith Mullen, P.E. Tennessee Technological University B.S. in Electrical Engineering R KEITH MULLEN, P.E. customers, residential development plans, and land use inf tion from the City's Planning Commission. In order to provide a cost-effective plan, R. W Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-yOw Capital Improvement Plan. Mr. Mullen was involved with the modeling and analysis of the improvements, as well as development of the Master Plan. Electric Distribution System Study City of Azusa, cal fornia City of Azusa Light and Water (AL&W) awarded R. W. Beck a cc Plan for its distribution system. The system study covered more thi underground cable at 12.47 kV, serving the utility's 12,000+ customs In preparing this comprehensive study, our project team conducted gather necessary data and verify information in developing the Mast staff for additional information and clarifications on the informati comprehensive engineering model of the distribution system and pe using the Milsoft WindMil® program R. W. Beck staff performed an independent assessment of AL&W's performance with regard to safety, reliability, and optimal circuit con estimate of capital improvement projects and proposed a viable sequ year period, we also developed and completed a conceptual design f< automation and monitoring, as well, as a cost estimates for system aut to preparing a draft report and Master Plan for the City, our team a study for presentation to AL&W's management and Utility Board. system and recommended ract to develop a 10 Year Master 52 circuit miles and five miles of at a peak load exceeding 40 MW. old inspections to assist with and Plan and to confer with AL&W's gathered. We also developed a ►rmed a complete system analysis istribution system and verified its lnnration. Along with preparing an ice construction timeline for a 10- future electric distribution system nation improvements. In addition -mbled a subsequent final system For this project, Mr. Mullen was involved with development of the distribution model, analysis and recommended upgrades. 2 P. KEITH MULLEN, P.E. i 3 Electrical Distribution System Studies U.S. Army Corps of Engineers, Savannah Mstrict/Barksdale, Shaw, and Moody Air Force Bases The U.S. Army Corps of Engineers, Savannah District, hired R. W. Beck to inspect distribution systems; ' update maps, databases, and models; and perform analysis, and studies for Barksdale, Shaw, and Moody Air Force Bases, with others to be scoped in the following few months. Field inspections include documentation of any maintenance problems or code violations, i inventory, and GPS locating of equipment needed for detailed maps and model. Analysis includes load projections, load flows, voltage drop studies, coordination studies, and recommended improvements. Long -Range Plan Jackson County REMC, Indiana Mr. Mullen was responsible for the analysis of the existing distribution system to determine what deficiencies existed, prepare a summary of the assumptions used to evaluate the future Jackson County REMC electric system, and develop a preferred long-range expansion plan of the system to meet existing and new member load requirements. The study focused on the following goals: ■ Establish growth potential of various geographic areas within the service area ■ Identify several alternative expansion plans using Scott & Scott Distribution Primary Analysis/Graphics (DPG/A) to serve a 69% increase in peak system demand load growth ■ Prepare present worth cost analysis of each alternative to evaluate ■ Plan for improved service reliability by the construction of distribi ■ Prepare estimated capital requirements for facilities required to mt Power Supply Study Plateau Electric Cooperative, Tennessee Mr. Mullen reviewed PEC's power supply to accommodate anticipated included updating PEC's load forecast. Specific areas addressed included: ■ Analyze lease purchase options of existing facilities from TVA ■ Identify and analyze alternatives to improve power supply rel the transmission system most economic expansion plan tie lines the expansion plan load growth and reliability, which relative to delivery points and ■ Analyze expansion plan of the existing substations relative to 69-kV or 161-kV delivery voltage ■ Prepare present worth cost analysis of each alternative to evaluate the most economic expansion plan One -Ownership Study Cullman Power Board, Alabama Mr. Mullen prepared the computer system model development. Based on the load forecast, the team prepared alternatives to accommodate the projected growth and economic evaluations of each alternative developed. R. W. Beck, Inc. P. KEITH MULLEN, P.E. Power Requirements Study LsFolletle Utilities, Tennessee R. W Beck prepared LaFollette's lQyear system load forecast of 111.2-MW based on historical trends in consumer and energy sales data. The team developed a substation load forecast to identify substation capacity problems that would be addressed in future construction world plans. System Planning Report Princeton Electric Plant BoardKentucky R. W. Beck prepared a System Planning Report that involved analysis' of the existing electric system and its abilities to meet current and future consumer load demands. R. W. Beck created a computer model of the existing system to evaluate and recommend improvements in a five-year construction plan. Reliability of the existing system power supply arrangements and ovorcurrent device coordination were also included in the study. RUS System Planning Guides CoSery Electrictrexas CoSery Electric hired R. W. Beck to develop a system -planning guide to serve as a basis for current and future substation and distribution facilities required. The goals of the system planning guide included evaluating the existing system capabilities considering the projectedoading from the load forecast in Phase I and system load allocations based on census tract data; proposing actions to upgrade the overall quality of service to the client's members; and proposing a plan to provide for an orderly upgrade and expansion of the system so that investment in the improvements and new facilities would be in step with the growth in load and revenue. R. W. Beck developed planning criteria, identified exploratory plans to meet long-term projected loading, and analyzed the economics and operation of the exploratory plans. System Planning Guide Sulphur Springs Valley Electric CooperadvaWillcox, Arizona R. W. Beck prepared a guide that included the review and developmer criteria as well as serve as a guide for current and future transm facilities required. Existing system capabilities were evaluated consi the RUS-accepted Power Requirements Study (PRS). Two solution alleviate existing system problems and economic comparisons were team proposed actions to upgrade the overall quality of service to th plan to provide for an orderly upgrade and expansion of the s improvements and new facilities would be in step with the growt prepared two transition plans and a comprehensive final plan ti development. of system planning and operating ,lion, substation and distribution Bering the projected loading from were identified and proposed to n+ovided for these solutions. The client's members and proposed a stem so that investment . in the in load and revenue. The team guide in the preferred system Mr. Przywara has 25 years of project management, engineering, and consulting experience in distribution and power generation, water',and wastewater facilities, commercial/industrial facilities, and process automation control systems. Mr. Przywara's responsibilities have included conceptual and detailed designs, distributionlgenera�ion feasibility studies, energy and power analysis, systems integration (Westinghouse, Honeywell, Siemens, Modicon, Allen-Bradley 'and Bailey PLC/DCS, and SCADA systems), development of specific costs and operational details, preparation of bid proposals and specifications, permitting support, construction phase services, and facilities testing. Through his modeling, analysis, mapping, relaying and field data collection, Mr. Przywara has been key in projects like the ones listed below. Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Department, CaWornia The Water and Power Department of the City of Pasadena owns and operates - its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that sere 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achievi4 adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently ar d in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, tl'e growth requiring additional and reliable capacity, and a lack Of organizational preparedness to address the next 20 years. For eac� challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Mr. Przywara was involved with the field assessment and interviews of engineering, operations and maintenance staff as well as on -site data collection and review. R. W. Beck, Inc. Marek Przywara, P.E. Academy of Mines and Metallurgy, Cracow, Poland M.S. in Electrical Engineering B.S. in Electrical Engineering I+l i� I I li MAREK PRZYWARA, P.E. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System Master Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created''i electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other data. The electronic maps were used to create an accurate computer model of the electrical distribution system. R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential develop t plans, and land use information from the City's Planning Commission. In order to provide a cost-eff tive plan, R. W. Beck developed several system improvement alternatives and evaluated these alternaR Ives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria, load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Przywara was involved with on -site data collection for the distribution maps, models and relay coordination studies. Electric Distribution System Study City of Azusa, California City of Azusa Light and Water (AL&W) awarded R. W. Beck a contract to develop a 10 Year Master Plan for its distribution system. The system study covered more than I�52 circuit miles and five miles of underground cable at 12.47 kV, serving the utility's 12,000+ customers] at a peak load exceeding 40 MW. In preparing this comprehensive study, our project team conducted field inspections to assist with and gather necessary data and verify in€onnnation in developing the Mastery Plan and to confer with AL&W's staff for additional information and clarifications on the information gathered. We also developed a comprehensive engineering model of the distribution system and perf rmed a complete system analysis using the Milsoft WwdMil4O program. R. W. Beck staff performed an independent assessment of AL&W's distribution system and verified its performance with regard to safety, reliability, and optimal circuit confi 'on. Along with preparing an estimate of capital improvement projects and proposed a viable sequeonstruction timeline fora 10- year period, we also developed and completed a conceptual design for Future electric distribution system automation and monitoring, as well as a cost estimates for system automation improvements. In addition to preparing a draft report and Master Plan for the City, our team assembled a subsequent final system study for presentation to AL&W's management and Utility Board. Mr. Przywara developed the distribution load fow model, performed the analysis and developed the CIP for the System Study. Meadows Reservoir No. 2 Valley Center Municipal Water ilistriatCal8ornia Electrical Engineer. Mr. Przywara designed a new electrical power distribution switchboard, control and telemetry enclosures, and electrical controls for a 2 MG welded steel above ground storage tank on a dual tank site. The project included 18-inch CML&C inlet/outlet piping, 8-inch overflow/drain piping, site grading, and appurtenant work. The project also included an electrical power service change from overhead to underground, and demolition of the existing power pole at the site. 2 R. W. Beck, Inc. MAREK PRZYWARA, P.E. DAF Area Power Distribution Reliability Upgrades Orange County Sanitation DistrictiFountain Valley, California Project Manager. Mr. Przywara was responsible for the upgraded Diisoived Air Flotation (DAF) area power distribution system at Plant No. 1. Upgrades included mod ftcation to the load distribution between the "A" and `B" buses to allow for isolation of critical loads. Work also included design for medium and low voltage power distribution switchgears, MCCs and panels, sized transformers, cables, conduits, breakers, switches, over -current protection for feeders,' branch circuits, and motors. Mr. Przywara prepared single -line diagrams, elementary diagrams, physical schemes, SWGR and MCC elevations, voltage drop, and electrical system protective device coordination. Mobile Substation Readiness Project City of Riverside Project Engineer. The City of Riverside requested R. W. Beck, Inc. to prepare an instruction manuals for the use of their two mobile substations. The professional engineering services required for the project consisted of the following major Tasks: ■ Task 1 — Create Operating Instructions Manual for Mobile Substation No. 2 ■ Task 2 — Update the Operating Instructions Manual for Mobile Substation No. 1 ■ Task 3 — Evaluate the Condition of Mobile 1 and Recommend NecOssary Upgrades The instruction manual included instructions and checklists to Riverside electrical crews to set-up and install the mobile substation including, high -voltage connections, l medium voltage connections, grounding connections, and switching. The manual also included instructions for the mobile removal from the operation. The mobile standard installation/connection included the tie down cables between the 69-kV high voltage overhead line and mobile disconnect and 12/44kV mobile terminal connections with the failed transformer switchgear including material lists. Power Plants, Commercial Andustrial Projects Mr. Przywara has served as electrical engineer/project manager for numerous power plants, for which he has performed the following tasks: ■ Development of specific costs and operational details, and detailed engineering designs ■ Preparation of bid requests and specifications, project management, facilities testing, and energy and power analysis ■ Development of programmed and modified control systems for a fog delivery system applied in air cooling intake for combustion turbines used in power generation. ■ Replacement of existing NMC monitors with a new st MGPI system for process, effluent, and area monitors, i SCADA system ■ Modification to Bailey NET90 and INN 90 Data Acquisition cogeneration stations; and programmed the digital logic, p. operator interfaces, etc. for all plant controls ■ Performing total loop uncertainty for Thermon heat trace monitoring system, and modified the sample line heat trace to requirements -art microprocessor -based system integration with a i for power plants and control, graphics, and -is used on effluent the effluent sampling R. W. Beck, Inc. i3 MAREK PRZYWARA, P.E. ------- -- — — • Designing and modifying process automation for industrial/cbmmercial and manufacturing industry; developing programmed and modified DCSs and OWs; providing real-time 1/0 data, designing and planning integration of machinery and equipment to improve performance and reliability; and designing electrical power systems including switchgears and MCCs • Designing and/or approving power distribution and loading schedule in compliance with NEC and California Energy Conservation Regulation — Title 24; sizing transformers, cables, conduits, breakers, and switches; providing over -current protection for feeders, branch circuits, and motors; and developing elementary diagrams, j one -line and loop diagrams, physical schemes, lighting, telecommunication, and power outlet layout R. W. Beck, Inc. 4 As a Senior Consultant with R. W. Beck, Mr. Wessel provides distribution design, inspection, inventory, and mapping services for electrical facilities. Located in Brownsville, Indiana, he has an extensive background in electric utility operations, engineering, and management. Prior to joining R. W. Beck, Mr. Wessel held various positions durin his 45-year career with Jackson County REMC, including gtrntndt�itarto member services staff, and engineer. He ultimately held the posi of Operations and Engineering Manager, responsible for design, construction, operation, and maintenance of Jackson County REW's electrical distribution system. Mr. Wessel, like many others on the team designated for the City] of Vernon's Electric Distribution System Master Plan, was involved) in similar services for Pasadena Water and Power Department and the City of Banning. Distribution Line Engineering Mr. Wessel performs field evaluation, engineering, and design of electrical distribution line improvements. His responsibilities include upgrading deteriorated facilities to meet current NESC and construction standards, upgrading existing electrical lines to increase capacity and voltage rating, and reviewing construction and operations practices, recommending improvements where appropriate. Inventory and Mapping ' Mr. Wessel has led and participated in field teams collecting GPS data, circuit connectivity, and inventory of electrical facilities. These services have been provided to municipalities, rural electric cooperatives, and military installations. Electrical Distribution System Operations In his previous experience as Operations and Engineering Manager ibr. Jackson County REMC, Mr. Wessel was responsible for design, construction, operation, and maintenance of a 2,600-mile $40 million ' electrical distribution system. He performed the following tasks: ■ Designed and developed the interconnection system to tie together ■ 18 wholesale delivery points for improved reliability and ease of maintenance ■ Pioneered narrow profile construction and developed standard drawings ■ Developed and presented training programs for field personnel iin I Basic Electricity, Transformers, Three -Phase Systems, and System Protection ■ Responsible for design, power factor improvement, sectionalizing studies, construction work plans, and other engineering functions Lowell Wessel International Correspondence School Electrical Engineering U.S. Air Force Electronics Training LOWELL WESSEL Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Deparbnent, California The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 202q. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lank of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Mr. Wessel was responsible for review ing distribution construction standards and O&M practices and providing recommendations for the Master Plan. Electric System Master Plan City of Banning, California During the development of the City of Banning's Electric System piaster Plan, R. W. Beck performed a comprehensive field review to collect data for the 34 kV sub transmission and 12 kV and 4 kV distribution systems. Based on this field work, R. W. Beck created electronic maps to show circuits, phasing, transformer connections, equipment, conductors, and other kata. The electronic maps were used to create an accurate computer model of the electrical distribution sy tem R. W. Beck developed a load forecast with a 10-year planning horizon considering historical records including substation feeders, large customers, residential development plans, and land use information from the City's Planning Commission. In order to provide a cost*ective plan, R. W. Beck developed several system improvement alternatives and evaluated these alternatives to formulate the master plan. System analyses were compiled into a formal report that included an executive summary, planning criteria; load growth forecast, summary of analyses, detailed two-year Work Plan, and 10-year Capital Improvement Plan. Mr. Wessel performed the field data collection for the distribution maps and load flow model. Additional Expertise Mr. Wessel has participated on the project teams of the following prdjects: ■ Electric System Privatization Study including GIS Mapping, Inventory, and Evaluation — Camp Pendleton, CA 2 LOWELL WESSE ■ Electrical Distribution Study including GIS Mapping, Inventory,) and Evaluation — U.S. Army Corps of Engineers — at the following locations: ■ Barksdale AFB — Shreveport, LA ■ Shaw AFB — Sumter, SC • Offutt AFB — Omaha, NB ■ Nellis AFB — Las Vegas, NV ■ Moody AFB — Valdosta, GA ■ Beale AFB — Marysville, CA ■ Langley AFB — Hampton, VA ■ Dyess AFB —Abilene, TX • Indian Springs AFB — Indian Springs, NV ■ Cannon AFB — Clovis, NM R. W. Beck, Inc. 3 rl f f Ms. Lawson is a civil/structural engineer with experience in the design, construction, and project management of substations and transmission lines. Her professional experience includes site selection studies, line routing, conceptual designs, permitting and construction designs, preparation of specifications, preparation of spill control and countermeasure plans, and preparation of budgets and construction cost estimates. Ms. Lawson's experience also includes construction bid document preparation, construction bid evaluation, and construction management. As a project manager, she has been responsible for budget, project schedule, permitting, design, and construction of projects. Relevant Project Experience Electric Distribution System Master Plan Pasadena Water and Power Department, California Project Engineer. The Water and Power Department of the City of Pasadena owns and operates its own generating stations and transmission and distribution systems. The City has transmission interconnections 'to the California power grid, and has joined with the California Independent System Operator. Pasadena's power delivery system consists of 34 kV subtransmission, and 17 kV and 4 kV distribution systems that serve 59,000 customers. In R. W. Beck's preparation of the Electric Distribution System Master Plan for the City of Pasadena, our focus was to analyze performance objectives through the year 2020. The objectives included achieving adequate system capacity to meet service demand; maintaining service reliability; and maximizing resources and business opportunities. Operating and maintaining the distribution system safely, efficiently and in conformance to regulatory requirements was also important to the City. The City faced specific challenges due to its aging infrastructure, the growth requiring additional and reliable capacity, and a lack of organizational preparedness to address the next 20 years. For each challenge, R. W. Beck provided a careful analysis of solutions and a plan that combined the solutions into a logical and progressive guide for making decisions over the next two decades. Ms. Lawson provided a seismic vulnerability analysis and made recommendations for structural improvements. Ebey Slough Transmission Lines Emergency Restoration Plan Puget Sound Energy/Bellevue, Washington Project Engineer. In conjunction with the Emergency Restoration Plan being prepared by R. W. Beck, Ms. Lawson designed the pile foundations for a 115-kV H Frame transmission line and a 230-kV H'i frame transmission line. Since the transmission lines traverse a wetland' Theresa A. Lawson, P.E. Gonzaga University B.S. in Civil Engineering University of Washington M.S. in Civil Engineering THERESAA. LAWSON, P.E. area with a potential of flooding, she also investigated alternative construction methods for the transmission line during flood conditions, minimizing impacts to the wetland, and prepared cost estimates. Vituilli 115/12.5-kV Substation C Puget Power/Woodinville, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this substation. This project included site preloading and settlement monitoring prior to construction of the facilities. Geotechnical studies revealed unstable soil conditions and concern for differential settlement between the transformer and the solid aluminum bus, the dead-end tower foundation, and the underground utilities and connections offsite. To contain a potential transformer spill from transformer entering the storm drainage system, spill prevention control measures were used, including a barrier and automatic shutoff valve system. Cambridge 115/12.5-kV Substation Puget PowerlKent, Washington CiviVStructural Engineer. Ms. Lawson performed detailed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project. As part of the permitting requirements for storm water, a detention basin and biofiltration system were required to mitigate downstream impacts due to increased stormwater flows and water quality. Grady Way 115/12.5-kV Substation Puget Power/Renton, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project. Geotechnical studies revealed unstable soil conditions and concern for the ability of soils to support the overturning moment on the dead-end structure foundation and settlement of the transformer foundation. Shuffleton 115-kV Switching Station Yard Addition Puget Power/Renton, Washington Civil/Structural Engineer. Ms. Lawson performed design analysis and prepared permitting and construction drawings for the civil and structural aspects of this project, including design of soil preloading. Geotechnical studies revealed unstable soil conditions and concern for the dead-end structure foundations settlement due to the overturning moment on the structures. Bucklin Hill 115-kV Switching Substation Puget Power/Kitsap County, Washington. Civil/Structural Engineer. To accommodate a Department of 'Transportation interchange project, Ms. Lawson performed design analysis and prepared drawings and specifications for a new access road to the existing facility. Intermountain Power 230-kV Transmission Line , Puget Power/Kittitas County, Washington Project Manager. Ms. Lawson was responsible for the route selection study and environmental permitting for the reconstruction and upgrading of this transmission line from 115-kV to 230-kV. The U.S. Forest Service was the lead agency for the environmental ',permitting of the project. The transmission line route was on BLM lands, tribal lands of the Yakama Indian Nation, a proposed trail by K THERESAA. LAWSON, P.E. the State of Washington, and a proposed expansion of the Yakima Firing Range by the U.S. Army. The existing I I5-kV transmission line was a portion of a line constructed for an electric train line across the state. The 115-kV single -pole line was in a deteriorated condition; thlerefore, the rebuild was planned at 230 kV for future power transfer from eastern Washington, with initial operation at 115 kV. Three alternative routes were studied with both single wood -pole structures and H-frame wood structures. The preferred route followed the original route with some minor changes to maintain the existing crossing of Interstate 90, the crossing of the Columbia River and to reduce the additional right-of-way required for the project. White River Generation Station Puget PowerlPierce County, Washington Civil/Structural Engineer and Construction Manager. Ms. Lawson was responsible for the slope protection design to keep personnel safe and prevent damage to electrical equipment from the raveling slope adjacent to the facility. She was also responsible for the design, construction, and monitoring of weirs for measure of seepage from earthfill dams. White River Generation Station Puget PowedPierce Country, Washington Construction Engineer. Ms. Lawson was responsible for daily monitoring of construction progress and quality control. The project consisted of replacing a wooden flume with a concrete flume using a high - strength concrete mix. Due to the allowable time between the batch plant and the pour site, the mix required an on -site batch plant. West Auburn Substation Puget Power/City of Auburn, Washington Civil/Structural Engineer. Ms. Lawson was responsible for the civil engineering site development of the project, including site layout, drainage, foundations, and the electrical equipment structure. Mt. Si Switching and Transmission Station Puget PowedKing County, Washington Project Manager. Ms. Lawson was responsible for the project, which included a property swap with a real estate developer within a proposed master plan community. In addition to the station, the final phase development included eight 115-kV lines and four 230-kV lines to', the site. Negotiations with the developer included transmission line corridor locations and adjacent land use. Alderton 1.15-kV Transmission Station .Puget PowerlPWce County, Washington Project Manager. Ms. Lawson was responsible for the budget, permitting, design, and construction of a new transmission station and associated transmission lines, including the conceptual ultimate development of the project. The station's initial operation is a 115-kV switchyard with a 12.5/115-kV substation. The ultimate build -out includes both 230-kV and 115-kV lines. The project included construction of wetlands for the station yard and the impact of installation of transmission line poles within the designated wetlands. R. W. Beck, Inc. 7 C THERESAA. LAWSON, P.E. General Stores Building Seismic Upgrade and Reroof Project C Puget Power/Renton, Washington C Construction Manager. Ms. Lawson was responsible for the construction management of the facility seismic upgrading and reroof project. The facility was occupied and', remained in full operation during this upgrade. Protection of employees from potential debris and airborne contaminants was included in this project.• Tiger Mountain Communications Tower Puget Power/King County, Washington C Construction Manager. Ms. Lawson managed the construction of a microwave communication foundation and tower. The project consisted of four auger -cast foundations and construction of a more C than 200-foot-tall steel communications tower for a microwave communication system. Ybarra 66/16.5-kV Substation and Transmission Facilities City of Vernon, California Project Engineer. The City of Vernon retained R. W. Beck to prepare detailed design and bidding documents for this new 66/16.5-kV substation. It was constructed to increase the City's load -serving capacity and consists of a four breaker ring bus arrangement on the 66-kV side, two 66-kV transmission line connections, two 30/40/50 MVA power transformers, and a 16-kV''metal-clad switchgear. Six 16-kV underground feeders exit the substation to interconnect with existing I6-kV feeders at various locations. Ms. Lawson was responsible for the civil and structural engineering of ;the substation. Grayland 115/12.47-kV Substation Grays Harbor Public Utility DistrictlWashington Project Engineer. Ms. Lawson was responsible for civil and structural engineering of this new 115/12.47-kV substation. Ms. Lawson designed the structures and foundations for the substation equipment and oil containment. The substation included a simple line terminal with a circuit switcher for transformer protection, a 15/20/25 MVA power transformer and a lineup of 15-kV metal -clad switchgear. Provisions were made for a future second transformer and line terminal. Montesano 115/12.47-kV Substation Grays Harbor Public Utility District/Washington Project Engineer. Ms Lawson was responsible for overall civil and:! structural engineering to upgrade this existing 115/12.47-kV substation. The existing substation included dual 115/12.47-kV power transformers, each fed by radial 115-kV transmission lines and six 12.47-kV distribution circuits. To increase supply reliability and switching flexibility, a new 115-kV bus was installed with circuit breakers for the transmission line terminals. Further upgrades to the substation: included new distribution feeder relaying and controls, as well as the installation of a new PLC-based',remote terminal unit for SCADA application. Satsop Park Substation Grays Harbor Public Utility DisiricMashington Project CiviUStructural Engineer. Ms. Lawson was responsible for the civil and structural design for a new 230/12.5 kV substation to serve a high-tech and industrial business park being developed at Satsop, Was.bi-ngton. The substation will initially be energized off a looped 115-kV transmission line connection, but [he` substation configuration and equipment allow simplified, cost-efficient conversion to a radial THERESAA. LAWSON, P.E. 230-kV feed once the business park load exceeds the capacity of the 1 15-kV source and the first dual - rated 115- x 230-kV 25/33.3/41.7 MVA transformer. This fast -track project anticipates a total time from project kickoff to commercial operation of the substation of only 12 months. Ms. Lawson designed site grading, drainage, equipment support structures, and the physical layout of the substation. She also prepared construction specification for the project and providedil, additional engineering during construction. Adams Street 115/12.47 kV Substation Grays Harbor PUD/Washington Project Engineer. Ms. Lawson is currently responsible for the civil and structural engineering of this new 115/12.47-kV substation, including design of site development foundations, structure, and oil containment. The project is located on soft soils with the potential fpr liquification during a seismic event. Ms. Lawson is responsible for the design of the pile foundation's for the project. The substation includes a simple line terminal and a circuit switcher for transformer protection, a 15/20/25 MVA power transformer, and a lineup of 15-kV metal -clad switchgear. Boundary Dam Rehabilitation Program — AC Station Service Seattle City LightWashington Project Engineer. Ms. Lawson was responsible for the civil structural design for the AC station upgrade project. Major components of the project included a precast concrete building for switchgear, batteries, communications, and a standby generator. The building was sited on uncontrolled fill, which has experienced ongoing settlement. The building was designed to be supported on piles socketed into bedrock. The piles ranged in depth from 30 to 120 feet. Ms. Lawson also provided engineering during construction for the project. Mountain View Substation Riverside Public Utilities/Caldomia Project Engineer. Riverside Public Utilities is upgrading Mountain View Substation, including replacement of the 69-kV oil circuit breakers with gas -insulated breakers. Ms. Lawson is responsible for the civil structural design for upgrades to the facility, including foundation and structural design. She is also responsible for the seismic review of an existing 69-kV lattice bus support structure based on current codes using RISA31) software. Sweet Gum Fiats LaFollefte Utilities Board/Tennessee Project Engineer. Ms. Lawson designed the foundations for this 161 The site had mine spoils upto 60 feet in depth and was subject to potei The high settlements of the fill materials and downdrag from the sets traditional foundation or friction pile designs impractical. The foundati support the equipment on micro -piles extending through the fill and t structure. Micro -pile design uses a steel -cased section through the 1 between the grout and rock to support the foundation loads. Seattle -Tacoma International Airport Electrical Infrastructure Upgrac Port of Seattle Washington Project Engineer. Ms. Lawson is the responsible _civil ands+ni�turaI electrical infrastructure projects at Seattle -Tacoma International Airpor 2.47-kV distribution substation. Al settlements of up to 6 inches. ment of the fill materials made r solution for this project was to underlying rock to support the l materials; it utilizes the bond ;ineer for a series of ongoing She has been involved in the R. W. Beck, Inc. THERESAA. LAWSON, P.E. design of electrical ductbanks for feeders, design of electrical manholes, expansion of existing electrical manholes, upgrades of equipment in the terminal building, South Main Substation, and North Main Substation. The South Main and North Main Substations facilities include a switchgear building with two line-ups of 15-kV metal -clad switchgear and ductbank� connecting to existing facilities. Ms. Lawson was also involved in the site selection process and design for the proposed North Main Substation. She has provided engineering during construction support for the projects. Spill Prevention Control and Countermeasure Plans PUD No.1 of Benton CountyKennewick, Washington Project Engineer. Ms. Lawson was responsible for updating Spill Prevention, Control and Countermeasure Plans per Title 40, Code of Federal Regulatioals, Part 112. Project tasks included verifying that improvements to spill control systems and upgradesto existing substation facilities were implemented and updating the plans to meet current regulations. Interbay Gas -Insulated Substation seam City ughWashington Project Engineer. Ms. Lawson was responsible for the civil and structural elements of implementation. of a new urban substation. The project included feasibility studie* of an air -insulated substation and a gas -insulated substation; development of criteria for substation (design; and a Design, Procure, and Construct Specification. Lane -Irvington 115-W Transmission Line Foundations Eugene Water and EWdndty Board(Orew Project Engineer. Ms. Lawson designed the foundations for this 115-kV transmission line crossing agricultural land. The task involved structure modeling to confirm selection of wood -pole equivalents by EWEB, then determining base reactions for foundation design. 'Ceotechnical investigations included borings at each of the eleven structure locations. Phillips 66 Substation Upgrade Whatcom County Public Utility DistrictlWashington Project Engineer. As a part of the rehabilitation of an existing 11543.84V substation, Ms. Lawson was responsible for the design of an oil containment system. Spill Prevention Control and Countermeasure Plans Merced Irrigation District, CaWomia Project Engineer. In compliance with Federal and State of California regulations, Ms. Lawson prepared spill prevention control and countermeasure plans for two hydro;;;;,;on facilities, one fueling station, a fuel storage yard, a transformer storage yard and three 115 kV 125 kV substations. a James S. Byerley, P.E. As a Principal Engineer with R. W. Beck, Mr. Byerley offers clients over University of Tennessee 40 years of invaluable experience and knowledge in engineering design, B.S. in Electrical Engineering employee and facility management, and technical evaluation for utili�ties. His diverse range of experience in working with utilities allows him to r critically examine all aspects of a utility's operations. His responsibilities include line routing, siting, engineering design, procurement, and project management of substation projects from 46 kV through 500 kV and for r transmission and distribution projects from 13 kV through 500 !,kV. Mr. Byerley serves as Owner's Engineer for design -build power delivery ® projects. He investigates equipment failures and other system problems and provides analyses, recommendations and testimony as needed. Mr. Byerley joined R. W. Beck in 1995 after retirement from a 33-gear career with Tennessee Valley Authority (TVA), where he gained exten- sive experience in power delivery planning, engineering, construction, ® and operations. Mr. Byerley was Manager of Transmission Engineering and Construction at TVA, and was responsible for additions and modi- fications to transmission lines, plant switchyards, substations, and power control telecommunications, as well as siting, routing, public meetings ® and hearings, negotiations with land owners, surveying, engineering, procurement, construction, contracting, transportation, and heavy equipment. He managed 350 craft employees, 250 engineering and support employees, and 350 contract employees, and oversaw a $t20 million per year capital improvement program. Relevant Project Experience Asset Condition Report KKR — CISC World Markets R. W. Beck was retained by CIBC World Markets to review and offer an opinion and report on International Transmission Company's transmission system with respect to the Assets' condition, the performance of the system and the adequacy of projected budgets for capital and system maintenance. The Assets included approximately 2,414 miles of transmission lines operating from 120 kV to 345 kV, 164 miles of which are underground, and 39 substations. Mr. Byerley provided system performance assessment and review of thle projected budgets. Systems Evaluations Chase Securities Performed an independent engineering evaluation of the state-owned distribution and sub -transmission systems of the State of Coelce, Brae for Chase Securities. The purpose of the evaluation was to secure loa in the amount of $800 million for a private purchaser. The evaluation JAMES S. BYERLEY, P.E. included a review of the engineering and operating records; on -site inspection of the facilities; and interviews with key company employees. Owner Engineer/Construction Management Tampa Bay Water Company Assisted Tampa Bay Water Company (TBW) in negotiating a contract with Tampa Electric Company (TECO) to relocate a seven mile section of 230 kV transmission line to provide right-of-way for a major new water main. Reviewed TECO plans, specifications, materials, and cost estimates to ensure compliance with contract. Provided on -site inspection during construction. Reviewed and approved all design changes and Change Order Requests from contractor. Reviewed and approved contractor invoices. Wolf Hills 138 kV Substation Bristol Virginia Utilities Provided design, procurement, and construction specifications and construction management for a new 138-69 kV, 150 MVA substation. The Client had an urgent need for the facilities, so this project was handled on a fast track schedule and energized 10 months after design began. Highland; Illinois 138 kV Transmission Line Project Illinois Municipal Electric Association Provided design and construction specifications for 13 miles of 138 kV transmission line with optical shieldwire between the cities of Highland and Aviston, Illinois, and a i,75 MVA, 138-34.5 kV substation at Highland. Six of the 13 miles had 12.5 kV underbuild construction. Responsibilities included structure spotting, field investigation, preparation of Corps of Engineer and Railroad permits, and coordination with local utilities. Also included was preparation of bid and construction specifications. When the route was initially selected, Mr. Byerley assisted IMEA withl, public meetings, after which time the regulatory rules were changed in Illinois. Mr. Byerley then successfully assisted IMEA in obtaining approval before the Interstate Commerce Commission. Two -Year System Improvement Program Powell Valley Electric Cooperative (RUSYNew Tazewell, Tennessee Assisted Powell Valley Electric Cooperative (PVEC) in addressing Ineral system improvements and transmission system reliability issues and developing a Two -Year Sy tern Improvement Program. The PVEC transmission system would no longer provide single contingent service for the current load, and either the 69 kV or the 161 kV transmission system required i rovement. Total cost of the improvements was in excess of $13,000,000. Three selected componen are listed below: Tazewell -Kyles Ford 161 IN Transmission Line The transmission project consisted- of 35 miles of 161 kV transmis 'on line, including design of 29 structure types consisting of steel single -pole H-frames and multi- Ie angle structures through the Powell Mountain Range. R. W. Beck provided design specifications ax d drawings, RUS Design Manual development, structure spotting, and survey coordination. Sneedville 161 W Substation Assisted PVEC with design, Coordination, and construction scheduling �or a new 161-25 kV distrihiition JAMES S. BYERLEY, RE. substation in the Sneedville area. Included were installation of two 1$/20/25 MVA power transformers, one 161 kV circuit switcher and incorporating PVEC's existing 25 kV,i switchgear. In addition, a new relay control building was procured to accommodate the substation bakteries and protective relays. Keokee 69 W Substation Assisted PVEC with design of a new 69-34.5 kV substation to serve the Sigmon Coal Company in i Keokee, Virginia. This substation included one 10 MVA power transformer, one 34.5 kV recloser and associated structures, bus, switches, and other miscellaneous equipment. This substation, although not temporary, was designed to be easily relocated to another mine location if deed be, with minimum loss of investment. 46112.5 W Breeding Park to Poplar Creek Transmission Line Athens Electric Department, Alabama Designed 3.5 miles of 46 kV transmission line with single -circuit uriderbuild, including concrete pole ' design, structure spotting, and field investigation. Construction was a concrete pole and wood pole mix. 46 W and 13 W Transmission Line Additions/Modifications Athens Electric Department, Alabama The Athens Electric Department experienced growth such that a second delivery. point was needed to serve the City of Athens. The second delivery point located west of the City required significant additions to the transmission system to allow the City to be served from either of the two delivery points. In addition, distribution improvements were required throughout the system. R. W. Beck provided engineering and design for the additions to I,the transmission and distribution system. The six transmission projects included approximately 7 milet of new 46 kV transmission lines and upgrading of approximately 13 miles of existing 46 kV line. In addition, approximately 75 nines of new and rebuilt 13 kV distribution circuits (three-phase feeders) were required. Services provided by the firm included survey, design, material specifications, easement acquisition, and construction administration. Socrum 69 W Substation City of Lakeland, Florida R. W. Beck served as Owner's Engineer on a fast -track project to write an Engineer/Procure/Construct (EPQ specification and contract for the client to put out for bid. Thel Socrum substation consisted of a 69-13 kV, 30 MVA transformer; two 69 kV incoming lines; and three additional 13 kV feeders. In order to meet the client's system requirement, the EPC contract, which co*eyed both business and technical requirements, was written and issued within two months. Mr. yerley evaluated bid responses, recommended award, and provided quality assurance of the EPC contractor. McGregors Chapel 161 W Substation Pontotoc (Mississippi) EPA Provided engineering and design for a new 161-12x25 kV, 40 MVA sub tation with provisions for expansion to 60 MVA. Tennessee Valley Authority (TVA) was planning a new 161 kV switching station adjacent to the Pontotoc EPWs proposed substation site, and requested t iat Pontotoc EPA purchase enough property for both facilities. Mr. Byerley assisted Pontotoc EPA With the agreements regarding land acquisition, division, and preparation. R. W. Beck, Inc. JAMES S. BYERLEY, P.E. ADDITIONAL RELEVANT TVA EXPERIENCE Power System Operations Served as Nashville District Manager of Power System Operations * TVA. Responsible for all phases of system operations and maintenance, including customer relations for approximately 15 percent of TVA's total load which included its largest cooperative and second largest municipal customers. Transmission Planning Ten years experience as an engineer and supervisor in transmission ;system planning, including economic studies, long and short range system engineering studies, load forecasting, project development and approval, and system relaying and protection. Negotiations Served as a TVA management representative in contract language and wage negotiations with the Tennessee Valley Trades and Labor Council. Emergency Restoration and Preparedness Served as second -in -command in the TVA Emergency Control Center in Chattanooga during periods of system crisis. Helped direct power'restorations following the Hunts ille, Alabama, tornadoes (1989), the Oak Ridge/Lenoir City, Tennessee, tornadoes (1993), the East Tennessee blizzard (1993), and the ice storm in the south-central United States (1994). Developed emergency preparedness plans and conducted emergency drills (for example, New Madrid earthquake dulls). Benchmarking Initiated and directed one of TVA's first benchmarking efforts with Houston Light and Power Co., Bonneville Power Administration, Pacific Gas & Electric Co., and Duke Power Co., and oversaw numerous other benchmarking efforts with utility and non -utility companies. Training Taught various classes to managers and employees including Customer Focus, Benchmarking, Managing Change, Tools & Techniques, Empowerment, EEO Law, Dealing with Diversity, Win -Win Negotiations, and Process Redesign. Professional Memberships ■ Senior member, IEEE and member, ASCE ■ Past member, EPRI Electrical System Division and EPRI Overhead Lines Task Force ■ Professional Engineer registered in Alabama (21036), Florida (51617), Illinois (62-50237), Indiana (19700417), Mississippi (13112), Tennessee (6448) and Virginia (39579). Mr. Stevenson is a substation designer with R. W. Beck who brings to the, City of Vernon a broad knowledge of substation control system design.,, He provides invaluable input to the projects he manages. He has', prepared one -line diagrams, control schematics, relay panel, plan, andl section drawings, site arrangements, 3-D substation models, electrical', equipment plans and sections, foundation plans and details, circuit and'. material lists, grounding plans, conduit plans, connection diagrams, shielding plans, site grading plans, and control building layouts. Prior to joining R. W. Beck, Mr. Stevenson had three years of experience in substation control systems design and manufacturing with Clark Control Systems. Working as a Project Manager he coordinated the design, scheduling, and construction of projects. Mr. Stevenson has a comprehensive knowledge of various protection schemes and philosophies used throughout the electrical system today, and will provide the substation -related expertise needed in conducting the City's Electric Distribution System Master Plan. Relevant Project Experience Wolf Hills & North Bristol Substations Bristol Virginia UttIW= Board, Virginia Upon the selection of American Electric Power (AEP) as Bristol Virginia Utilities Board's (BVU's) transmission and energy supplier, BVU needed to establish an electrical connection with AEP without using third party facilities. It was therefore agreed that BVU would construct a new Wolf Hills Substation on a site adjacent to AEP's Wolf Hills Switching Station and make the new interconnection on AEP's 138 kV bus. The available site required a very compact design for the 150 MVA substation. After completion of the Wolf Hills Substation, BVU desired to make a second connection with AEP to improve the reliability of their power supply. In designing the North Bristol substation modification, R. W. Beck worked around limited space and the presence of third party facilities between BVU and AEP that prevented BVU from making the interconnection inside the station. The situation was further complicated by the fact that a third party owns the 138 kV circuit breakers protecting the BVU transformers. The only land available for the interconnection, which included one 138 kV breaker and two 138 kV circuit switchers, was about 0.5 acre on a steep hillside with a 1:2 slope. R. W. Beck provided design and construction oversight services for the interconnection to AEP's switching station for the initial and the second interconnection. Our team made the interconnection to AEP by shifting the total BVU load to the new Wolf Hills Substation immediately upon energizing. Both facilities were energized on budget and ahead of schedule. Adam Stevenson ITT Technical Institute: BS in Electronic Engineering Technology 2 ADAM STEVENSON Cross Generating Station Santee Cooper, South Carolina Santee Cooper contracted R. W. Beck to complete the connection dia n s for the control panels in their Cross Generating Station. This work was done in two phases. Thesewiring diagrams were completed using schematics, control panel front views, device layout drawings, and a material list supplied by Santee Cooper. Before the work commenced on the project, R. W. Beck will visited Santee Cooper to discuss project specific details and to further understand Santee Cooper practices. Once the connections were implemented on the drawings, R. W. Beck performed an internal review comparing the wiring diagrams to the schematics and reviewing the drawings for conformance to Santee Cooper practices. After the internal review and revision as necessary, the drawings were be submitted to Santee Cooper. Additional Experience In addition to the select projects listed above, Mr. Stevenson has beenvolved with numerous other substation design projects including his assistance in designing CentroSubstation for the City of Huntsville, Alabama and his work on Mt. View Substation for the Cityl of Riverside, California. STEVENSON Presented below is R. W. Beck's total not -to -exceed cost forj the implementation of the City of Vernon's Master Plan. The tables included below detail man-hour estimates per task, the hourly billing rats of personnel to be used on the project, along with other associated costs) that have been budgeted to accomplish the work as it is described in Section 3, and in accordance with the schedule provided in our propo�at. Our total not -to -exceed cost of $270,000 is all inclusive and demonstrates our understanding of the need to emphasize effw ent project management, detailed technical assessments, a comprehensive improvement plan, and a robust Master Plan. The project cost is described as follows: Phase 1 $110,000 Phase II $160,000 Total Project Cost $270,000 Labor Hour Estimates Project Management 155 Electric Demand 28 Reliablity 176 Key Analyses & Evaluatim 105 Improvement Program 161 Final Report 92 PHASE If Project Management 170 - Reliability 590 Key Analyses & Evaluations 244 Improvement Program 145 Final Report 153 TOTAL 2.019 FEE SCHEDULE The budget and schedule hictude specific project management toots such as /nontltty /neetings, status reports, and coordination meetings to facilitate comnurnication and keep the project on track. FEE SCHEDULE Range of Hourly Billing Rates Effective January 1, 2006 through December 3I1, 2006 (Amounts in U.S. DoNais) Client Manager $245 Project Manager $180 �r Senior Engineer $160 Engineer $125 Senor Technician $90 Technical Writer $100 Pmject Assistant $50 Unit Cost Rates Effective January 1, 2006 (Amounts in U.S. Dollars) Biueline copies Prints (Plain paper) Prints {velum) Photocopies (UW) Photocopies (color) Photocopies (11x17) Plotting .10/ea 1.8Wsq ft .90 sq. ft .10 ea .5olea .50Jea .20 sq. ft Communication(Telephone Actual cost ShippingOe�rer�+ cost FacsimNe $,'Owper Pap Special -use Software Charges (if applicableY $5o $500 per project Actu Travel Expenses al Cost CITY OF VERNON LIGHT & POWER DEPARM ENT ELECTRIC DISTRIBUTION SYSTEM MASTER PLAN REQUEST FOR PROPOSAL ATTACHIVIENTS: Transmission Single Line Drawing System Layout Drawings Standard Contract 2 City of Vernon REQUEST FOR PROPOSALS TO PREPARE A ELECTRIC DISTRIBUTION SYSTEM MASTER PLAN 1. INVITATION FOR PROPOSALS The City is seeking the services of a qualified, experienced fir, of an Electric Distribution System Master Plan for the Vernon Project will include analyzing the electric distribution system, development needs, recommending new, replacement and upS existing and planned development, recommending ways to me maintain service reliability and efficiently operate the electric c prioritized list of required improvements with the associated re implementation. (Consultant) for the preparation fight and Power Department. The viewing the planned dad infrastructure to meet regulatory requirements, tribution system, generating a urees and costs required for The time allocated for the completion of the Master Plan is tbn* months from the Notice to Proceed. Parties interested in responding are asked to submit 4 copies ofthe proposal no later than December 21, 2005. Proposals will be received at the Office of the City Clerk, 4305 $aata Fe Avenue, Vernon, CA 90058-0805. A proposal received by the City Clerk after the time set shall not be considered. The City reserves the right to reject any or all proposals, to waive any technicalities, informalities, and irregularities, to accept or reject all or any part jofthe proposal, and to be the sole judge of the suitability of the proposals offered. A mandatory pre -bid confermce will be held on November 29, 2005 to resolve any questions regarding this Request For Proposal. The conference will be held 4305'Santa`Fe Avenue, City Council chamber, Vernon, CA from 1:00 p.m. to 3:00 p.m. Samp]e data and background information and questions about the project can be made available at the meeting upon written request. All requests shall be submitted via email to Sam Grossn* at sgrossnum@ci.vernon.ca.us no later than November 15, 2005. 2. BACKGROUND The City of Vernon, Light and Power Department is a municipally owned and opt utility currently serving a five square mile area consisting primarily of industrial and commercial customers. Vernon owns and operates its own power generating station anki distribution system which resides within the California ISO control area, and is interconnected with the California ISO through Edison's 230/66 kV at Laguna Bell Substation_ Vernon's Distribution Svsten Vernon's power distribution system consists of 66 kV sub-tmn, mission and the 16 kV and 7 kV distribution systems. Five 66 kV sub -transmission lines originates east of Vernon ar east and south end of the City. Vernon has four receiving/disti Vernon, Leonis, harm and ltiialkenhorst Substation. Vernon's approximately 190 MW with an expected increase of 25 MW it 7 kV circuits with declining load and 16 16kV circuits with inc system is a delta system high resistance grounded through a wy the 16 kV is a wye connected solidly grounded system. enters Vernon City limits on the utkm stations consisting of mtem, peak demand is the end of 2006. Vernon has 64 &sing load. Vernon 7 KV connected ground bank while Vernon also has a 134 MW combined cycle unit that is located and interconnected to the Vernon Substation 66 kV bus. The unit is planned to be on line as a based load plant following Vernon's load between 60MW to 134MW. 4 3. SCOPE 4F WORK The Vernon Light and Power Department is seeking the services of a Consultant to provide the following: Develop an Electric Distribution System Master Plari that will act as a road map and guide for the Vernon Light and Power Department to meet the business *ective of providing reliable and cost effective electric service for our customers well into the 21Century. The focus of this Master Plan will be to analyze and identify the improvements for Vernon's electric tion system to meet the following performance objectives through the ten-year planning distribution syst Ong horizon. • Adequate system capacity to meet service demand • Maintain service reliability • Maximize resources and business opportunities • Operate and maintain the distribution system safely, efficiently and in conformance to regulatory requirements. The Master Plan will include analyzing the electric distribution system, reviewing the planned. development needs, mfiastzucture to meet ' new, replacement, and upgt�ed ' existing and planned developmemt� recommending ways to meet duory requirements and efficiently operate the electric distribution system, and genwatin$ a prioritized list of required improvements. Review, analyze and evaluate engineering operation and praoces- 5 TASK 1. PROJECT MANAGEMENT 1-A Project Schedule and Status Reports Consultant shall submit an initial schedule with pertinent m in the Project. The schedule shall be updated monthly, or m Vernon's Project Manager. Consultant shall submit an upde status report with its monthly billings. Invoices will not be 1 the status report are not attached. The time allocated for the three months from the Notice to Proceed 1 B Meetings Consultant's representative and Vernon shall meet not less than of the Project. Consultant shall assign appropriate engineering ; arrange for appropriate subcontractors to accompany the Projec with Vernon. Consultant shall submit a copy of the - meeting agm (5) worldng days before each mee&& and before distribution, meetings, and submit a copy of the meeting minutes to Vernon, working days after each meeting, and before distribution. Conm include the time and cost of meetings with Vernon and other pa 1-C Data Collection tones for the major tasks involved often, as reasonably required by project schedule and monthly essed if the project schedule and vletion of the Master Plan is once a month during all phases )eciaky staff or principals, or Manager, to attend meetings tda to Vernon, for review, five xxwd the minutes of all br review, within five (5) ltant's engineering fee shall Consultant shall collect and document data necessary to support its findings. The data collection effort will include, but not be limited to, the following: Researching As -Built drawings, records, and project files; Reproducing documents, drawings, and maps; interviewing staff; Visiting facility sites; and Gathering information from other agencies and companies. Data related to the Master Plan may reside in the Light and Power Department, Community Service Department, and other departments of the City. Consultant shall coordinate all contacts with other Departments through Light and Power Engineering team to obtain the necessary infer oration for the Project. All data collected verbally shall be in writing. All original data shall be returned immediately after Consultant has reproduced for its use. The Final Report of the Master Plan, as further described in Task of this Scope of Work, shall contain copies of all data reviewed and/or used by Consultant during the Project. G1 I -D Deliverables Meeting Agenda (delivered 1 working day before meeting): hared copy and electronic copy, Meeting Minutes (delivered 5 working days after meeting): Lard copies to each attendee and an electronic copy, Mondily Status Report: k hard copy and electronic copy; Monthly Updated Project Scbe iule: k hard copy and electronic copy; Copy of letters and memoranda and electronic copy; Copy of data reviewed and/or used during Project and electronc copy. 7 TASK 2. ELECTRIC DEMAND 2-A Demand Proiecti Consultant shall calculate Vernon's current and projected electric demand through year 2020 according to Vernon's General Plan. Consultant would be exPCted to recommend and propose several methods of electric demand projection studies. Consultant shall conduct demand projection studies over vane(y of system operating conditions. Evaluations and findings shall be grouped into each respective substation service area: Voltage drop, system loss and reactive compensation should also be included with the study. 2 B Deliverables Four (4) copies of each of the following items shall be delivered to Vernon for review as part of Task 2. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal Vernon will not accept a submittal without Consultant's Project Manager's signature to certify accuracy and completeness of the submittal. Tabulation of projected electric demands = in one-year increments, for the teas, year planning horizon Discussion on forecasting methods. Discussion on areas of growth and projected year of build out. Tabulation and breakdown of electric demands by substation service area. Monthly demand fluctuation curves for each substation service area. n TASK 3. RELL4,13M TY 3-A Program Development Consultant shall develop plans to maintain and improve the system and service reliability.The benchmark for reliability improvement shall be established bOween staff and consultant prior to the study. Consultant shall provide planning criteria, analyses evaluations and improvement recommendations. The analyses and evaluations should include but not limited to the following evaluations. • Establish sustainable reliability benchmarks • Condition assessment of the electric distribution assets and equipment. • Maintenance processes and practices • System expansion to meet load growth • Voltage problem areas • Construction Standards 3 B Deliverables Four (4) copies of each of the following items shall be delivered to Vernon for review as part of Task 3. Before delivering the items to Vernon, Consultant shall) perform routine and final review to ensure accuracy, conformance, and integrity of the submittal; Vernon will not accept a submittal without Consultant's Project, Manager's signature to certify accuracy and completeness of the submittal. • Discussion of the analysis and evaluation that was conducted • Discussion of planning criteria, • Recommendation and detail plans to maintain and improjve the system and service reliability. we TASK 4. KEY ANALYSES & EVALUATIONS Consultant shall recommend and conduct other analyses and evaluations that would be required for a comprehensive Electric Distribution Master Plan to meet !all the performance objectives. 4-A Assessment of Existing Electric Distribution Facilities Consultant shall assess and evaluate samples of assets to determine the condition, efficiency, effectiveness, safety code compliance and structural and electrical integrity. Provide scenarios and planning criteria to meet the demand of projected system growth. Consultant's assessment and evaluation shall include field review, testing of facilities, and recommendation of repairs. rehabilitation, replacements, upgrades, and/or additions. 4-B Additional Evaluations Consultant shall also be required to conduct the following evaluations for the Master Plan. However, Consultant should not be limited to only these recomnlrended evaluations. • Vault inspection per regulatory requirements (General Order 165, etc) • Power Quality program • Seismic vulnerability asnssment on key distribution infinstructure • Equipment Standardization • Planning Criteria for system expansion and upgrades • Real property needs assessment • Risk manageme analyses of engineering, operation Wmaintenance practices • Safety reporting structure • Distribution Automation Four'(4) copies and electronic format of each of the following items shall be delivered to Vernon for review as part of Task 4. Before delivering the items 0 Vernon; Consultant shall perform routine and filial review to ensure accuracy, conformance, and integrity of the submittal. Vernon will not accept a submittal Consultant's Project Martager's signature to certify accuracy and completeness f the submittal. • Tabulation of all assets that were sampled including all the (results of such sampling • Discussion of the analysis and evaluation of each asset that was sampled and the recommendation associated recommendation of repairs, rehabilitation, replacements, upgrades and/or additions as required. • Discussion of all other evaluations identified above and the from such evaluations recommendation 10 l TASK 5. IMPROVEMENT PROGRAM Consultant shall summarize the improvements required for I to meet all of the performance objectives established by Ven establish a ranking procedure and rank all of the required imj provide phasing requirements, if necessary, and cost estimate new facility be needed to meet future growth, Consultant sha alternative locations. All cost estimates shall include site acgi and other contingencies. Consultant shall prepare a summary their priorities, resources required, performance goals, cost ae engineering and construction. Rrnon's electric distribution system ►II and Consultant. Consultant shall ovements. Consultant shall for each improvement.. Should a estimate costs of and recommend "on, engineering, construction, able identifying the improvements, 'length of time required for Projects to support the Improvement Program shall be groupeinto their respective substation service area. The cost and benefit relationship of each project I be clearly tabulated. Listed below are major projects proposed by Department staffthat Consultant should evaluate and integrate into the Final Report. • Substation 7 kV and 16 kV air circuit breaker replacement • Substation control and relay replacement • Leonis substation improvement • Cable Replacement • Customer substation transformer replacements • Distribution capacitor banks. -07 1177IU-7 As part of Task 5, Consultant shall submit to Vernon the following for review, comment, approval, or use. Before delivering the items to Vernon, Consul u t shall perform routine and final review to ensure accuracy, conformance, and integrity of t4e, submittal. Vernon will not accept a submittal without Consultant's Project Manager's sire to certify accuracy and completeness of the submittal. • Summary of improvements required for Vernon's electric distribution system to meet all of the performance objectives • A ranking procedure and rank all of the required improvements Phasing requirements, if necessary, and cost estimates foi; each improvement • Estimated costs of and recommend alternative locations new facilities if any • A table identifying the improvements, their priorities, r required, performance goals, cost and length of time required for engineering construction 11 TASK 6. FINAL REPORT Consultant shall prepare a Final Report on the Master Plan th current electric distribution system to meet performance objec compile, describe, and summarize the Project. It shall include the finalized versions of the task deliverables. In each chapter, assumptions and analyses made, results, conclusions, and recc will Corm the Electric System Master Plan for Vernon. Consul Vernon, for approval, an outline of the Final Report before sta Deliverables t discusses the ability of Vernon's Yves. The Final Report shall t ciapter on each Project taste wd Consultant shall discuss imiendations. The Final Report utt shall prepare and submit to thm the first draft. As part of Task 6, Consultant shall submit to Vernon the folloWing for review, comment, approval, or use. Before delivering the items to Vernon, Consultant shall perform routine and final review to ensure accuracy, conformance, and integrity of the submittal. Vernon will not accept a submittal without Consultant's responsible personnel'sj signature to cxrtify accuracy and completeness of the submittal." Report Outline: 4 hard copies Draft Reports: 4 hard copies each of 75% and 1001% Final Report: 3 hard copies and 2 electronic copies (including all text, figures, tables, and maps). Fiscal year 2007 to 2017 implementation schedule including resources and costs. 12 I. , Z The Proposal shall be concise, well organized, and demonstrate the consultant's qualifications and experience relating to the proposed project. Proposals must include but need not be limbed to the following information: • Cover Letter Consultant Identification: Legal name of business, form of business (corporation, partnership, or other), location and address, telephone and fax numbers, a -maid address and contact person. • Table of Contents • Executive Summary An executive summary of the Proposal identifying the entity/team being presented for consideration. The summary shall include a brief history of the organization, background information, and relevant expmience. Provide proof of capabilities of your firm/team to meet the California Department of Water Resources Guidelines. • Firm and Team Qualifications A detailed Statement of Qualifications of each firm on the Project Team along with their current insurance coverage. Capabilities and qualifications ofthe designated Project Managers the Project Engineer, key support staff, and sub -Consultants relevant top this project. Attac* resumes of the people who will be involved with this project. Explain their role in the projec* and estimated percentage time team members will contribute to the project. Vernon will interview key people to approve their participation. Key personnel assigned to the project shall not be regsaigned without prior written approval from Vernon. Also, indicate the office where the work 4 to be performed. A description of the team's past record of performance on similar Orojetits completed within the last three years along with rem including the telephone and contact persons familiar with the firm's performance. 13 • Project Approach and Scope of Work Detail scope of work to accomplish the tasks outlined above. Description of project management approach to control project cost, meet agreed upon time schedules, regulatory coordination to obtain necessary approvals, and quality control measures for successful completion of this project, and anticipated /budgeted meetings. • Project Cost and Schedule Project Costs: All costs are to be included and shall indicate t for completing the tasks identified and presented by the cons; fee schedule shall be enclosed in a separate envelope titled "fi estimates per task, hourly -billing rates ofpersonnel to be utili: associated costs. The total "not -to -exceed" cost shall include t subconsultanfis, administration, ov d, meeting attendance, reproduction, and all other related costs, direct and indirect, of proposed "not -to -exceed" cost int in the Scope of Work. The schedule" and include man-hour d on the project, and other costs of all personnel, search, travel, poke, Mmy to complete the Project. Project Schedule: Prepare a critical path schedule showing all project milestones, meetings and deliverables. • Exceptions If you take any exceptions to any provisions of the attached City standard Services Contract, specify each such exception. • Relevant Appendices Resumes of key project staff 14 5. CERTIFICATE OF INSURANCE Proof of insurance is not required to be submitted with yourproposal, but will be required prior to the City's award of the contract. A copy of the City standaf rd has been attached. 6. ADDMONAI. INFORMATTON Before any work can commence, the selected individual or firm, will be required to execute the written contract attached hereto as Exhibit "D". Proposers responding to this RFP are strongly advised to review all the terms and conditions of the contract.'. 7. _INSTRUCTIONS AND OiRMONS Questions regarding this Request for Proposals should be directed only to the person(s) designated below. Do not contact any other City employee or official regarding.this RFP. Samuel W. Grossman, PE City of Vernon 4305 Santa Fe Avenue Vernon, California 9005"805 562-583-8811 x 587 323-826-1419 srossman&i. vernon. ca. us 8.ADDENDA If any person contemplating submitting a proposal of the. items or services listed herein is in doubt as to the true meaning of any part of this Request for Proposals, he/she may submit to the City representative(s) identified in Section 8, above, a written request for an interpretation or correction thereof. Any interpretation or correction of City specifications will b=Copies only by addendum, duly issued by the City representative(s) identified in Section 12, of such addenda will be mailed or delivered to those persons who have received a set ofspecifications. 9. RESERVATIONS The City reserves the right to reject any or all bids and any item or items therein, and to waive any non -conformity of proposals with this RFP, whether of a tecinical or substantive nature, as the interest of the City may require. 10. RFP NOT CONTRA AI. Nothing contained in this Request for Proposals shall create any relationship between the proposer and the City. The City accepts no financial responsr'b lity for costs incurred by any proposer regarding this REP. 15 11. CONSULTANT CON: The selection of a firm to provide services will be based on demonstrated competence, professional qualifications, staffing and previous experience necessary for the satisfactory performance of the services required. Prior experience with providing similar services is highly desirable. The City of Vernon will evaluate the proposals, interview the best candidate consultants and select the consultant. 16 C _ c TRANSMISSION SINGLE LINE DRAWING AT11'ACHMENT 1 r--------------r SYSTEM LAYOUT DRAWINGS f] ATTACHMENT 2 P PIP I w N W Z W :J e gym' 3 a C STANDARD CONTRACT ATtACHMENT 3 SERVICES AGREEMENT This AGREEMENT ("Agreement") is made,entered into and executed in duplicate originals, either copy of which maybe considered and used as the original hereof for all purposes, as of this day of , 20 , in the City of Vernon, County of Lob Angeles, California BY AND BETWEEN CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City" 4305 Santa Fe Avenue AND Vernon, California 90058 hereinafter referred to as the "Contractor" WHEREAS, RECITALS Page 1 of 19 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on _ , and will continue in effect for a period of one (1) year or until terminated as provided in this Agreement. City shall have the option to extend the Agreement in one (1) year increments. SECTION 2. DEFINITION OF T15RMS 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 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 specification 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 ujnder City's control or Page 2 of 19 ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential information, whether written or oral, which through or on behalf of City, directly or indi Work, concerning the Work or proprietary I including, without limitation, information coi business plans of City, information about tt Premises, and other City information or knc Work, except information falling into any of formation" shall mean all 7ntractor acquires from, My, or which arises out of the )cesses involved in the Work eming past, present or future operations of City's -how obtained during the e 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 brealch of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitaltion 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 requited by this Agreement. J. "Work" or "Services" shall mean the work perf rmed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 3. SERVICES TO BE PERFORMED BY Page 3 of 19 CONTRACTOR Specific Services 3.01. Contractor agrees to services for the City's in a timely manner. Contractor's Services shall include, but will not be limited to, i . 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 3.03 Contractor shall take all necessary steps to 3.04. Contractor shall perform all labor, work, or other operations required for fulfillment of this Agreement, including tools and equipment, in strict accordance with the provisions defined in the Request for Proposal, a copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference. Change of Services 3.05. 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. 3.06. City may make "Changes" by increasing, reducing mr deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit C attached hereto and incorporated by reference. Timing of Services 3.07. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and sham end after a period of (_), 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. 3.08. Time is of the essence for all Work contemplated by '!this Agreement. Contractor shall start performing Services under this Agreemeonly after notification by the City, in accordance with Section of this Agreement. After notification, Contractor will make a good faith effort to Within days of notification or in accordance with a written schedule approved by the City. if work cannot be completed within this period, Contractor shall provide the City a full damage assessment, cost estimate and completion schedule within Page 4 of 19 l two (2) days of notification. Normal work hours -are Monday through Friday 7:00 am to5:00pm. 3.9. City may request that Contractor work outside of normal working hours (7:00 am to 5:00 pm Monday through Friday). If Contractor" complies with a City request to work outside normal working hours, Contractor may be compensated according to the terms and conditions set forth in Section ___ of this Agreement. Method of Performing Services 3.11. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 3.12. 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. 3.13. 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 3.14. 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. 3.15. 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. Page 5 of 19 3.16. 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 labor, materials and equipment basis. City agrees to pay Contractor for Work completed according to the following rates (the "Contract Prig"): 4.02. In consideration for services to be performed under Section 3 of this agreement, City agrees to pay Contractor for materials according to Section of this Agreement. Entire Compensation 4.03. 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. The Contract Price includes lwithout 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 ContractlPrice shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 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 City requirements, by the ( ) 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. 4.05. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shah not bill the City directly. Expenses Page 6 of 19 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 only be billed if advance written approval has been obtained from the City. 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 and 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 fora 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. 5.02. Contractor is responsible for damage resulting from', performing of the affected area. Products of Consulting 5.03. All products of consulting services including, but noti 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. Warranty 5.04. Contractor warrants to City, for U from the date of any repairs, that the repairs shall be free from defects in material'',and workmanship. Contractor shall be liable for the replacement and installation of any parts that fail through a defect in material or workmanship at no charge to City during such warranty period. 5.05. City shall not be responsible for the accuracy or completeness of information or Page 7 of 19 data shown on the City's base maps or any other information. Contractor shall have full responsibility for reviewing and checking all such information and data, and repairing any damage thereto resulting from the Work, the cost of which will be considered as having been included in the Contract Price. Contractor shall comply with the City of Vernon Plan described in Exhibit" " attached hereto and incorporated herein by reference. 5.06. Contractor will perform the Services under this Agreement on City's Premises during regular business hours. Tools, Materials, and Equipment 5.07. Contractor will use materials and supplies Liability Insurance 5.08. 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. 5.09. 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. 5.10. 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. 5.11. 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 the Contractor's Page 8 of 19 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. {Excess / 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. 5.12. 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. 5.13. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. 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 5.14 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 Page 9 of 19 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 ite officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. 5.15. 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. 5.16. 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 meansContractor 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. 5.17. 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. 5.18. 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, its subcontractors, agents, and employees. 5.19. 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 Page 10 of 19 written notification to Contractor. 5.20. 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 5.21. 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 fumish such facilities or assistance. Records, Inspection and Audit 5.22. During the course of Work being performed, Contractor and any of its 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 5.23. 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 Page 11 of 19 5.24. 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. Indemnity Process 5.25. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonable satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim, for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 5.26. For ten (10) yearn 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. 5.27. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor 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 Page 12 of 19 upon the completion of the Work or request by City all such documents and copies. 5.28. 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 ConfidentialInformation 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 bind the subcontractors to this non -disclosure requirement. 5.29. 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. 5.30. 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. 5.31. 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 5.32. 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 applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. Page 13 of 19 5.33. 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. 5.34. 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 5.30 and 5.31 of the Agreement. Progress Reports 5.35. 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 5.36. 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 or extended according to the terms and conditions set forth in this Agreement, this Agreement will continue in effect for a period of one (1) year after the effective date of 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 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 Page 14 of 19 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 unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 7. GENERAL PROVISIONS Page 15 of 19 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 (3r') day after mailing, whichever occurs first. Contractor - Attn: City - City of Vernon, California Attn: Bruce V. Malkenhorst, Jr. Acting City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Fax: Fax: 323-826-1438 Telephone: Telephone: 323-583-8811 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 is has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A, B and C, 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 Page 16 of 19 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 shah 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 decision(s), the Arbitrators shall determine the rightsand 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 Page 17 of 19 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, wart 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. 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. Page 18 of 19 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 Contractor: Name: Title: Date: Name: Title: Date: ATTACHMENTS: EXHIBIT A — PROPOSAL EXHIBIT B — RFP EXHIBIT C — CHANGE ORDER Page 19 of 19 APPROVED AS TO FORM: Eric T. Fresch, City Attorney Y�. t EXHIBIT C Form Change 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 ( ) OA Date City (City of Vernon, California) Date Page 1 of 2 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 continence 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 Page 2 of 2 Date Date EXHIBIT C Form Change 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 (R. W. Beck, 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 m 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 Date 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