Resolution No. 9146g
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ON
RESOLUTION NO. 9146
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 SUN ENGINEERING SERVICES, INC. FOR
ENGINEERING SCADA SUPPORT FOR THE LIGHT & POWER
DEPARTMENT
WHEREAS, the City of Vernon ("City") operates its own
electric system and currently uses a computer system and program
called Supervisory Control and Data Acquisition ("SCADA") and Remote
Terminal Unit ("RTU") communication facilities to efficiently operate
the Vernon substations and the Malburg Generating Station; and
WHEREAS, the Light & Power Department has determined that it
needs the services of an engineering firm to provide engineering,
design, SCADA and RTU programming services; and
WHEREAS, the City's SCADA system is a unique and distinctive
blend of SCADA and RTU's; and
WHEREAS, the Director of Light & Power has determined that
Sun Engineering Services, Inc. ("Sun Engineering") possesses the
technical knowledge and expertise to furnish the engineering and SCADA
support services required by the City; and
WHEREAS, on September 26, 2006, the Finance Committee section
of the City Council considered a recommendation to approve and execute
an agreement with Sun Engineering in an amount not to exceed
$210,000.00; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
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necessity to enter into an agreement with Sun Engineering.
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 with Sun Engineering, in substantially
the same form as the copy which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor 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
authorizes the Acting City Clerk, or his designee, to make whatever
nonsubstantive, administrative and/or text changes, upon advice of
counsel, to the Agreement.
SECTION 5: The City Council of the City of Vernon hereby
directs the Acting City Clerk, or his designee, to send one fully
executed Agreement to:
Sun Engineering Services, Inc.
Attn. Dan Garcia, Marketing Manager
5405 Garden Grove Blvd., Suite 300
Westminster, CA 92683
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SECTION 6: The Acting City Clerk of the City of Vernon
shall certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 4th day of October, 2006.
e
THOMAS A. YB RRA, Mayor Pro Tem
ATTES
BRUCE V. MALKENHORST, JR.
Acting City Clerk
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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. 9146, was duly adopted by the City Council of the City
of Vernon at a regular meeting of the City Council duly held on
Wednesday, October 4, 2006, and thereafter was duly signed by the Mayor
Pro Tem of the City of Vernon.
BRUCE MALKENHORST, JR.
Acting City Clerk
(SEAL)
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F4F
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 4th day of October, 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
SUN ENGINEERING SERVICES, INC.,
a California corporation, hereinafter
referred to as "Sun Engineering"
5405 Garden Grove Blvd., Suite 300
Westminster, CA 92683
RECITALS
WHEREAS, the City operates its own electric system and currently uses a
computer system and program called Supervisory Control and Data Acquisition
("SCADA") and Remote Terminal Unit ("RTU") communication facilities to efficiently
operate the Vernon substations and the Malburg Generating Station; and
WHEREAS, the City has determined that it needs the services of an
engineering firm to provide engineering, design, SCADA and RTU programming
services for the Light & Power Department for the following tasks: Vernon Transformer
Monitoring, Vernon 480VAC Monitoring, City Hall Substation Monitoring and SCADA
System Audit (collectively, the "Services"); and
WHEREAS, Sun Engineering has prepared a proposal dated August 8,
2006 (Version 3) for the Services, a copy of which is attached hereto as Exhibit A and
incorporated by this reference (the "Proposal"), which Proposal includes a proposal
dated March 7, 2006 (Version 2), a copy of which is attached to the Proposal, and said
Proposal supercedes and replaces in its entirety any prior proposals; and
WHEREAS, the City has provided to Sun Engineering scope of work
documents dated on or about January 26, 2006, a copy of which is attached hereto as
Exhibit B and incorporated by this reference (the "Specifications"), and said
Specifications supercede and replace in its entirety the City's work documents dated on
or about November 7, 2005; and
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WHEREAS, Sun Engineering represents that it is qualified and capable of
furnishing the labor, materials and expertise necessary to perform the Services that the
City requires, as set forth in this Agreement, and is willing to do so on the terms and
conditions set forth below; and
WHEREAS, Sun Engineering has provided a competitive bid proposal that
is acceptable to the City; and
WHEREAS, the City desires to enter into an agreement with Sun
Engineering to provide the Services on a contractual 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, and will continue in
effect until00
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. "Sun Engineering" shall mean Sun Engineering Services, 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 Sun Engineering or simply for the
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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 laboratory, 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
ownership where Work hereunder is to be performed.
H. "Proprietary Information" and "Confidential Information" shall mean all
information, whether written or oral, which Sun Engineering 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:
x
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 Sun Engineering's
or any entity within Sun Engineering's control breach of this
Agreement;
3. Information which, prior to disclosure hereunder, was already in
Sun Engineering's possession without limitation regarding
disclosure to others; or
4. Information which, subsequent to disclosure hereunder, is obtained
by Sun Engineering 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 Sun Engineering 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
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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.
M. "Work" or "Support Services" shall mean the work performed by Sun
Engineering and required to be performed from time to time by City under
this Agreement.
SECTION 3. SUPPORT SERVICES TO BE PERFORMED BY
SUN ENGINEERING
Specific Services
3.01. Sun Engineering's Support Services shall include, but will not be limited to,
performing engineering, design, SCADA and RTU programing services for the
Light & Power Department for the following SCADA implementation projects:
Vernon Transformer Monitoring, Vernon 480VAC Monitoring, City Hall Substation
Monitoring and SCADA System Audit more particularly described in Exhibit A.
3.02. Sun Engineering shall be responsible for providing all the necessary reports
pursuant to this Agreement.
Change of Services
3.03. 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 Sun Engineering's Work. Changes in the scope of Work, or duties and
obligations, shall be authorized only by the City.
3.04. City may make "Changes" by increasing, reducing or deviating from the
requirements of the scope of Work. A form of Change Order is set forth in
Exhibit C attached hereto and incorporated by reference.
Timing of Services
3.05. Sun Engineering's Services shall commence upon the execution of this
Agreement by both parties and shall end when Sun Engineering has completed
the work described in Section 3.01 of this Agreement, unless this Agreement is
otherwise terminated according to Section 6 of this Agreement or extended
according to the conditions and terms set forth in this Agreement.
3.06. Time is of the essence for all Work contemplated by this Agreement. Sun
Engineering shall start performing the Services under this Agreement only after
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notification by the City.
Method of Performing Services
3.07. Sun Engineering will determine and is responsible for the method, details, and
means of performing the above -described Services.
Status of Sun Engineering
3.08. Sun Engineering enters into this Agreement, and will remain throughout the term
of this Agreement, as an independent contractor. Sun Engineering agrees that it
is not and will not become an employee, partner, agent, or principal of City while
this Agreement is in effect. Sun Engineering 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. Sun Engineering 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.
Sun Engineering 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 Sun
Engineering.
3.09. Sun Engineering has no authority to enter contracts or agreements on behalf of
City. This Agreement does not create a partnership or joint venture between the
parties.
Payment of Taxes
3.10. Sun Engineering is responsible for paying when due all income taxes, including
estimated taxes, incurred as a result of the compensation paid by City to the Sun
Engineering for the Services under this Agreement. Sun Engineering agrees to
indemnify City for any claims, costs, losses, fees, penalties, interest, or damages
suffered by City resulting from Sun Engineering's failure to comply with this
provision.
3.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid
by City on behalf of Sun Engineering or for the employees of the Sun
Engineering. Sun Engineering shall not be treated as an employee with respect
to the Services performed hereunder for federal or state tax purposes. Sun
Engineering shall be responsible to pay taxes mandated by law.
3.12. Since Sun Engineering is not an employee of City, Sun Engineering is not eligible
for and shall not participate in any employee benefit of City, including pension,
health or other fringe benefits.
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SECTION 4. COMPENSATION
4.01. In consideration for the Services to be performed by Sun Engineering, described
in Section 3 of this Agreement, City agrees to pay Sun Engineering according to
the Proposal set forth in Exhibit A, the not to exceed amount of Two Hundred
Ten Thousand Dollars and No Cents ($210,000.00) plus any applicable taxes
(the "Contract Price").
Entire Compensation
4.02. The Contract Price is full and complete compensation, and constitutes the entire
compensation due Sun Engineering for the Services and any and all of Sun
Engineering's obligations hereunder, regardless of difficulty, unforeseen
circumstances, hours worked or equipment, materials or personnel required.
The Contract Price includes, without limitation, any and all compensation for
laboratory costs, doctors fees, 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 Sun Engineering hereunder. The Contract Price set
forth above is not subject to escalation for any reason except as expressly set
forth in this Agreement. No adjustments in compensation shall be made as a
result of changes in the value of any currency. The Contract Price shall only be
adjusted by formal, written Change Order or amendment to this Agreement.
Payment of Compensation
4.03. For the Services rendered under Section 3 of this Agreement, City agrees to pay
Sun Engineering the sum set forth in Paragraph 4.01 of this Agreement on
completion of Work and within thirty (30) days of acceptance and approval of an
invoice prepared in accordance with City requirements. Such invoice shall
include, but not be limited to, the identification of the tasks completed as reflected
on the attached Proposal.
4.04. For the Services rendered under Section 3 of this Agreement, Sun Engineering
shall be entitled to receive monthly payments. Sun Engineering shall submit to
City a monthly invoice and statement of the Services, prepared in accordance
with Section 4.03 and City requirements, by the fifteenth (15th) of each month, for
the prior calendar month's completed Work. City will make payments to Sun
Engineering within thirty (30) days after acceptance and approval of the invoice
received from Sun Engineering. The City's approval of the invoice shall not be
unreasonably withheld. If a portion of the invoice is in dispute, the undisputed
portion shall be paid within thirty (30) days of receipt.
4.05. Sun Engineering shall be responsible for paying any subcontractors used in the
performance of this Agreement. Subcontractors shall not bill the City directly.
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Expenses
4.06. City shall not be liable to Sun Engineering for any expenses paid or incurred by
Sun Engineering, except for those expenses identified in the Proposal.
Expenses may only be billed if advance written approval has been obtained from
the Director of Light & Power.
Compensation for Changes
4.07. The compensation due Sun Engineering, or the credit due City, for changes may
not be established verbally, and shall be established in a written change order
signed by City as described in Sections 3.03 and 3.04 of this Agreement.
Compensation adjustments in each such change order shall be established by
one or more of the following bases, as determined by City: (a) a lump sum price
to be negotiated between the parties; or (b) Work unit rates to be negotiated
between the parties. Once established, the amount of the compensation due
Sun Engineering or credit due City for 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. Sun Engineering 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 Sun Engineering.
Products of Consulting
5.02. All products of consulting services including, but not limited to, manuals,
documents and/or computer software, shall become the property of the City and
shall be delivered to the City before the end of the performance of this
Agreement. Basic notes and sketches, charts, computations and other data shall
be made available to City without restriction or limitation on their use.
Liability Insurance
5.03. Sun Engineering 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, Sun Engineering 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.
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5.04. The insurance coverage as listed herein, shall be properly endorsed to include
those contractual obligations which may be identified further within this
Agreement and shall be endorsed to provide City all the rights and privileges of
an additional insured.
5.05. Sun Engineering shall cause its insurers to issue, including but not limited to,
Certificates of Insurance or, upon request, certified copies of the insurance
policies evidencing that the coverages and policy endorsements required under
this Agreement, are maintained in force.
5.06. Sun Engineering 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 Sun Engineering insurance coverages. Sun
Engineering 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
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 $1,000,000 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 $2,000,000 per occurrence for bodily injury and property damage.
D. Professional Liability/Excess Liability Insurance with limits of $2,000,000.
Such evidence of insurance can either be through the primary insurance
coverages or through an excess policy. Such insurance shall at all times
be on an occurrence form and provide policy conditions as broad as those
required in the primary insurance.
5.07. Sun Engineering agrees to provide insurance in the amounts and forms specified
above. Sun Engineering 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. Sun Engineering shall not
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commence performance of its Work under this Agreement until the above
insurance has been obtained and proof of insurance has been filed with and
approved by the City.
5.08. Sun Engineering 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 Sun
Engineering employs Subcontractors as part of the Services rendered, Sun
Engineering's protective coverage is required. Sun Engineering may include all
Subcontractors as insureds under its own policy or shall furnish separate
insurance for each Subcontractor, meeting the requirements set forth above.
Representations
5.09. To the fullest extent permitted by law, Sun Engineering shall defend, indemnify
and hold harmless City and its elected officials, officers, agents and employees
from all claims, suits, actions, demands, damages, liabilities, expenses,
judgments, settlements, and penalties, losses, fines, and all costs and expenses
incurred in connection therewith, including reasonable attorneys fees and all
costs of defense, arising out of or attributable to the negligent or wrongful acts of
Sun Engineering or its employees or agents under this Agreement, except to the
extent arising from or caused by the sole negligence or willful misconduct of the
City, its officers, agents or employees. The terms of this indemnity shall survive
the termination of this Agreement.
5.10. Sun Engineering and City represent that each has read and understands the
Agreement and Contract Documents. The Sun Engineering 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 Sun Engineering has visited Premises where the Work is to
be done and is familiar with the local conditions under which it is to be done. Sun
Engineering also represents that it is experienced in performing and competent
and qualified to perform the kind of tasks or assignments included in the Work
and employs or has available for employment in sufficient numbers all unskilled,
skilled, administrative, supervisory, professional and managerial or other
personnel required to perform the Work as required by this Agreement.
5.11. Sun Engineering 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 Sun Engineering 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.
Sun Engineering has complete and sole discretion for the manner in which the
Work under this Agreement will be performed.
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5.12. Sun Engineering 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.
5.13. Sun Engineering 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 Sun Engineering of
any representation or provision contained in this Agreement or any negligent or
intentional acts or omissions by Sun Engineering, it Subcontractors, agents, and
employees or based on any claim that any software program or other product
used or furnished by Sun Engineering in the performance of this Agreement
constitutes an infringement of any United States patent or copyright.
City shall indemnify, defend, protect and hold Sun Engineering and its officers,
agents and employees, free and harmless from and against claims, demands,
losses, damages, liabilities, fines, charges, penalties, orders, judgments and all
costs and expenses incurred in connection therewith, including reasonable
attorney's fees and costs of defense arising out of the City's negligent
performance of obligations under this Agreement.
5.14. Sun Engineering'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 Sun Engineering
of responsibility for performance of Sun Engineering's obligations hereunder.
City may assign all or any part of this Agreement at any time effective
immediately upon written notification to Sun Engineering.
5.15. At all times while Work is being performed on the Premises each party shall be
represented thereon by a designated representative. Each party may notify the
other in writing of the identity of such persons from time to time.
Work Injury
5.16. The treatment and care of injuries sustained by Sun Engineering's employees,
Subcontractors, representatives or other personnel shall be and remain the
responsibility of Sun Engineering. City's first aid facilities, if any, however, will be
made available to Sun Engineering's employees in emergency cases which are
the direct result of accidents occurring on the Premises. City shall incur no
liability for, and Sun Engineering 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 Sun
Engineering's employees, Subcontractors, representatives or other personnel, or
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out of the failure to furnish such facilities or assistance.
Records, Inspection and Audit
5.17. During the course of Work being performed, Sun Engineering and any of its
Subcontractors, shall maintain and retain, not less than three (3) years after
completion thereof, complete and accurate records of the Sun Engineering'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 Sun Engineering shall
include: (a) payroll record accounting for the total time distribution of the Sun
Engineering'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 Sun Engineering's
stores, stock or capital items; (c) paid invoices and canceled checks for material
purchased and for the Subcontractor's and any other third parties' charges; and
(d) any other documentation City deems necessary to support costs and charges
under this Agreement.
Corporate Conduct
5.18. Sun Engineering, its employees, agents or representatives shall not offer or give
to an officer, official or employee of City gifts, entertainment, payments, loans or
other gratuities to influence the award of a contract or obtain favorable treatment
under this Agreement or any other contract.
Standard of Care
5.19. Sun Engineering agrees that all the Services provided will be conducted by the
principal and competent staff members, if any, under the supervision of the
principal, and that the Services will be performed and rendered diligently. Sun
Engineering represents that it has, or shall secure, at its own expense, all
personnel required to perform Sun Engineering's Services under this Agreement,
but at all times shall be responsible for the Services of such personnel. Sun
Engineering may not employ any Subcontractors without the prior written
approval of the City.
Treatment of Confidential and Proprietary Information
5.20. For ten (10) years after the effective date of this Agreement, Sun Engineering
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 Sun Engineering who require it in performance of the Work and
except to such other third persons as City may authorize in writing. If disclosure
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to such an employee or to other third persons is so authorized, Sun Engineering
shall enter into with said party a confidentiality agreement containing provisions
with respect to use and disclosure of Proprietary Information substantially the
same as those contained in this Agreement.
5.21. Sun Engineering shall take reasonable precautions to safeguard any documents
containing Proprietary Information which City may supply to Sun Engineering
hereunder. Sun Engineering may copy, in whole or part, such documents to the
extent necessary for the performance of the Work, and Sun Engineering shall
return to City upon the completion of the Work or request by City all such
documents and copies.
5.22. Except as expressly permitted by prior written consent of the City, Sun
Engineering 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. Sun Engineering
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 Sun Engineering has performed all Work to be
performed pursuant to this Agreement. Sun Engineering hereby agrees that
such Confidential Information and any documents provided may be used by Sun
Engineering and/or its Subcontractors only as authorized by the City. Sun
Engineering shall include a provision in its agreements with Subcontractors that
binds the Subcontractors to this non -disclosure requirement.
5.23. All reports, plans, data, studies, maps, drawings, models, photographs,
documents and other writings prepared by and for Sun Engineering, 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. Sun Engineering shall deliver such documents
and materials to the City as they are generated; however, Sun Engineering may
take and retain copies of said documents and materials that are not Confidential
Information, as desired.
5.24. All reports, information, data and exhibits prepared or assembled by Sun
Engineering in connection with the performance of the Services pursuant to this
Agreement are confidential until released by the City to the public and Sun
Engineering agrees that such documents shall not be available to any individual
or organization without the written consent of the City prior to such release.
5.25. No reports, maps, or other documents produced in whole or in part under this
Agreement shall be the subject of an application for copyright by or on behalf of
Sun Engineering.
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Compliance with Authority
5.26. Sun Engineering 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. Sun Engineering 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.
5.27. Sun Engineering 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 Sun
Engineering.
5.28. Sun Engineering shall indemnify City against, and hold City harmless from, any
liability or loss including liability or loss from fines or penalties arising out of Sun
Engineering's failure to perform the obligations imposed upon it by Sections 5.28
and 5.29 of the Agreement.
Progress Reports
5.29. Sun Engineering 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 Sun Engineering under this Agreement.
Sun Engineering's License Classification
5.30 Sun Engineering 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 end
a
on „ , ,unless otherwise extended according to the terms and
conditions set forth in this Agreement.
Non -Default Termination
6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days
written notice to Sun Engineering 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
13 of 19
faith.
6.03. In the event of any such termination, in full and complete settlement for the
termination of the Work, City shall pay Sun Engineering 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 Sun Engineering directly attributable to termination which could not
reasonably have been avoided and for which Sun Engineering 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 Sun Engineering; or
C. Assignment of this Agreement by Sun Engineering without City's
written consent.
Termination for Default
6.05. If Sun Engineering 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 Sun Engineering 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. Sun Engineering'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. Sun Engineering'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
Page 14 of 19
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, Sun Engineering 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 (3rd) day after mailing, whichever occurs first.
Sun Engineering Services, Inc.
5405 Garden Grove Blvd., Ste 300
Westminster, CA 92683
Fax: 714-379-2310
Telephone: 714-379-2300
City of Vernon
Attn: Bruce V. Malkenhorst, Jr.
Acting City Clerk
4305 Santa Fe Avenue
Vernon, CA 90058
Fax: 323-826-1438
Telephone: 323-583-8811 ext 260
Copy to:
Vernon City Hall
Attn: Mr. Donal O'Callaghan, Director
of Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
All invoices shall mailed via U.S. Postal Service to the following address:
Vernon City Hall
Att: Treasurer's Dept/Light & Power
4305 Santa Fe Avenue
Vernon, CA 90058
15 of 19
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 the Services by Sun
Engineering 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 Sun Engineering and an authorized
representative of the City, or in a written change order. Sun Engineering
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 16 of 19
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.
17 of 19
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 Sun
Engineering 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: Thomas A. Ybarra, Mayor
Pro Tern
Date:
ATTEST:
Bruce V. Malkenhorst, Jr., Acting City Clerk
APPROVED AS TO FORM:
{
Eric T. Fresch, City Attorney
Sun Engineering Services, Inc.:
Sun Engineering Services, Inc.
Name:
Title:
Date:
Name:
Title:
Date:
19 of 19
EXHIBIT A
City of Vernon
SCADA IMPLEMENTATION PROJECTS
Version 3
This version is to reflect the removal of project #5, Owill substation SCADA upgrade.
In general, City of Vernon (COV) will be responsible for the construction side. Sun
Engineering shall be responsible for all remaining tasks of the projects to include but not
limited to the followings:
A. Engineering and design:
1) Provide complete detailed design drawing package and construction
specifications for COV review.
2) Provide as -built drawings and documents
B. SCADA and RTU Programming:
1) Responsible for getting training on Survalent SCADA, SEL communication
processors, SEL relays and Survalent and other RTUs to a self-sufficient level in
order to perform all SCADA development and maintenance tasks independently
and efficiently. This training portion shall also be used for the backup support in
the long run.
2) Responsible for setting and programming communication interface, data
transmission and controls to include:
• Set up station name, communication line, point name, RTU, protocols...
• Develop/modify SCADA screens
• Setup/program historical reports (see attached sample report)
3) Responsible for testing and commissioning
4) Provide as -built settings and documents
8/8/2006 Page 1 of 8
Project #1: Vernon Substation 1 & 3 66/7kv Transformer Banks and MGS
GSU 1, 2 & 3 13.8/66kv Transformer Monitoring.
Background:
Vernon substation has 2 new 66/7kv transformers and Malburg Generation
substation has 3 new 13.8/66kv transformers. These transformers are already in
service but their operating conditions need to be monitored by SCADA. There are 5
Opto22 RTU panels that have been built for 5 transformers in order to collect critical
data from each one. These RTU panels will be connected to the SCADA via fiber
optic cables and signal transmission protocol will be DNP3.0[TCPIP.
Scope:
1) Design:
Design a construction package for the installation of all Opto22 panels and
fiber optic cable runs between these panels and SCADA interface Ethernet
switches. (Note: bank #3 panel has been installed). This package shall
include power hookup and field cable/wire interface and terminations. A job
walk will be needed to explain this scope in details.
2) Programming RTU and SCADA:
• Program and set up Opto22 brain controllers to collect the data from each
transformer and communicate with the SCADA via DNP3.0/TCP protocol.
The inputs are specified as follows:
a. 66/7kv bank #1 and 3 each has 2 oil and 2 winding temperature
transducer inputs, a tap position input and a Dissolved gas analyzer input.
Bank #3 also has a Partial discharge analyzer input.
b. Each typical MGS 13.8/66kv bank has 1 oil and 1 winding temperature
transducer inputs.
• Program Survalent SCADA to include:
a. Create RTU, status, analog, station and comml-ine points.
b. Configure and establish new DNP3.0/TCPIP scantask in SCADA system.
IP addresses will be provided by COV.
c. Develop SCADA screens in Worldview
d. Verify status and analog inputs.
8/8/2006 Page 2 of 8
e. Create historical data sets and reports
8/8/2006 Page 3 of 8
Project #2: Controls and status of Vernon Substation 480Vac and 480Vac
ATS on SCADA
Background:
• The 2 existing circuit breakers in a 480vac 3-phase circuit panel that provides
480vac power to MGS loads have become obsolete and need to be replaced
with newer circuit breakers. These 2 new CBs shall be controlled and monitored
by SCADA. Also, there are ground fault signals from a provided by other SEL-
351 relays will also be monitored by SCADA.
• The switch position of the 400A automatic transfer switch (ATS) that connects to
the 230KW emergency generator also needs to be monitored by SCADA.
Scope:
1) Design:
• Design a nbw indoor switchgear to house two new 480vac 2000A/40KAIC
circuit breakers.
2) Programming and setting up:
• Ground fault and circuit breaker status inputs
• Program SEL-2032 to add new points in M region
• Program SCADA as follows:
a. Create status, analog, station SCADA points.
b. Update SCADA Screens in Worldview
c. Verify status inputs.
d. Test controls from SCADA
8/8/2006 Page 4 of 8
Project ##3 City Hall Substation status and data on SCADA
Background:
Project 3a: City Hall substation 7kv/480v transformer banks are alternatively fed
from 7kv Leonis Sub feeder 47 and Vernon Sub feeder 21 via an ATS. The position
of this ATS is required to monitor by the SCADA.
Project 3b: The 480vac circuit that feeds City Hall loads is backed up with an
emergency generator located in the basement of the City hall. The status of this
generator and its ATS is required to monitor by the SCADA.
Scope:
1) Design:
Project 3a:
Design a construction package for the installation of an RTU that supports
Modbus/serial to collect the status inputs from the ATS and the generator.
This design includes 2 serial -to -Ethernet converters and a Cat 5 cable run from
generator room to the existing fiber optic rack. This run is required due to the
long distance for the serial signals from the RTU to fiber optic equipment room.
Specify all interface cables.
Project 3b:
Design a conduit/cable run from the switchgear that houses the ATS to the PLC
(PLCdirect) located in the building adjacent to the substation. Specify all
interface cables.
1) Programming RTU and SCADA:
Project 3a:
• Program and configure RTU to establish a communication between this RTU
to the Survalent SCADA using Modbus/serial.
• Program SCADA to include:
a. Create status, analog, station points in SCADA.
b. Update SCADA Screens in Worldview
c. Verify analog°and status inputs.
8/8/2006 Page 5 of 8
Project 3b:
• Program the PLC with new points
• Program SCADA to include:
a. Create status, analog, station points in SCADA.
b. Update SCADA Screens in Worldview
c. Verify analog and status inputs.
8/8/2006 Page 6 of 8
Project #4 RELIABILITY and SECURITY AUDIT CAN SURVALENT SCADA
SYSTEM
Background:
The Electrical, Water and Gas generation and distribution systems of City of Vernon
(COV) are currently monitored and controlled by Survalent Alpha open VMS,dual
redundant SCADA system. This system was installed about 5 years ago. RTUs
connecting to the master include Survalent XPPB, XPPC; SEL-2303/2032; PLCs
and OPTO22 controllers... Communication protocols include Modbus/serial,
Modbus/TCPIP, DNP3/serial and DNP3/TCPIP.
Because of the addition of our new generation plant as well as the future expansion,
we found it necessary to review our existing SCADA system to assure its security
and reliability to adapt these changes.
Scope:
• Review the system resource to determine the expansion capability.
• Inspect the condition of the hardware and its peripheral devices including host
computers, data loggers, communication electronics and all Survalent RTUs to
identify any potential failing point of the system. Recommend any modification,
replacement and upgrade if necessary.
• Inspect the SCADA network topology to ensure its own security and its isolation
from other non-SCADA networks. Recommend any modification, replacement
and upgrade if necessary.
• Upon the result of study provide immediate, short-term and long-term
implementation plan of actions. Immediate actions (if doable) can be done
during the time of visit after discussing with COV personnel.
• During the time of visit, Survalent representatives shall work side by side with
COV SCADA engineer.
COV can provide upfront details of the system, if requested.
8/8/2006 Page 7 of 8
APPENDIX
Example of a monthly peak amp report printed from SCADA printer at the end of the
month:
01/23 15:52:45 SYS$,SCRN13 DISPLAY 13 ON
VS 3 M S 2006/01 /23 15:53:50
DIS #13
(C) 1997 QPL
VERNON SUBSTATION SECTION 3 MONTHLY PEAK AMP REPORT ***************
FDR 21 7KV
FDR 22 7KV
FDR 23 7KV
FDR 24 7KV
FDR 25 7KV
FDR 26 7KV
FDR 27 7KV
FDR 28 7KV
FDR 29 7KV
NO3BT7KV
NO 3 BK 7KV
NO 3 BK 7KV
NO 3 BK 7KV
NO 3 STSV 7KV
NO 3 STSV 7KV
NO 3 BK 66KV
NO 3 BK 66KV
LB-C-P-V 66KV
V-OWILL 66KV
BJ-K-V 66KV
LB-L-V 66KV
273 AMPS
243 AMPS
337 AMPS
79FAMPS
308FAMPS
305FAMPS
303FAMPS
203FAMPS
148FAMPS
OFAMPS
1933 AMPS
7480FVOLT MAX
123FVOLT MIN
627 AMPS
4170 VOLT MIN
207 AMPS
0 VOLT MIN
227 AMPS
540 AMPS
128 AMPS
204 AMPS
2005-12-01 11:52:00
2005-12-15 12:39:30
2005-12-09 10:50:45
2005-12-09 09:27:45
2005-12-27 09:48:00
2005-12-21 10:46:15
2005-12-05 13:31:00
2005-12-12 13:32:30
2005-12-12 13:47:45
2005-12-01 00:00:15
2005-12-06 10:51:00
2005-12-01 05:01:15
2005-12-21 10:10:30
2005-12-19 05:18:15
2005-12-05 10:19:15
2005-12-21 13:08:00
2005-12-01 00:00:15
2005-12-05 13:10:45
2005-12-08 16:02:45
2005-12-07 06:47:45
2005-12-27 08:17:00
8/8/2006 Page 8 of 8
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SUN ENGINEERING SERVICES, INC.
5405 Garden Grove Blvd., Suite 300
Westminster, CA 92683
Phone: 714-379-2300
Fax: 714-3 79-2310
March 07, 2006
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Mr. Samuel Grossman, P.E.
Project Director
LMAR 1 5 2006
BY:
(COV Electrical & SCADA Projects 030706)
Subject: Proposal to provide engineering/design/programming services for City of
Vernon (COV)'s SCADA Implementation Projects — Rev. 2
Mr. Grossman:
We appreciate the opportunity to submit this revised proposal to assist you with these five
(5) projects and to become a dependable local resource for future SCADA projects
through the proposed project related training.
BACKGROUND:
The City of Vernon electrical and SCADA engineering staff are overloaded with projects
so want to outsource five projects as identified in the original scope of work documents
we received on 11/07/05 and revised version 2 on 1/26/06. These projects include
programming for several different platforms which will require that Sun Engineers take
training classes currently scheduled at various times and locations. The City of Vernon is
aware of these schedule issues and has agreed to proceed with hiring our services based
on their need to develop a dependable local resource for future projects.
Page 1 of 7
Mr. Samuel Grossman, P.E.
PROJECT SCOPE OF WORK:
Sun Engineering proposes to provide engineering design, SCADA and RTU
Programming services for five (5) SCADA Implementation Projects located in the City of
Vernon. The project scope of work and clarification are described in COV's written
scope of work (Version 2, dated 1 /26/06).
LIST OF DELIVERABLES:
Below is our list of deliverables for each project and the associated cost. The cost
estimate includes travel, reproduction expenses and sub -consultants in project No. 4:
PROJECT NO. 1
Detailed Engineering Design
1.1. Field survey and data gathering (record drawings, CAD files, equipment data,
etc.)
1.2. Design drawing package
1.3. Construction Specification
1.4. Design Review and approval by COV
2. Programming
2.1. Opto22 RTU I/O List
2.2. SCADA I/O List
2.3. Programming Opto22 (5 panels)
2.4. Programming Survalent SCADA (after completing training)
2.5. Testing and Cutover Plan
3. Construction Phase
3.1. Bid and Construction selection (by COV)
3.2. Construction Inspection (by COV)
3.3. Construction management and coordination (by COV)
3.4. Commissioning
4. As -built and documentation
4.1. Drawings
4.2. Programs
4.3. Equipment Manual
4.4. Operations and Maintenance Manual (not included)
Estimated cost for Project No. 1 = $86,452
PROJECT NO. 2:
1. Detailed Engineering Design
1.1. Field survey and data gathering (record drawings, CAD files, equipment data,
etc.)
1.2. Design drawing package
1.3. Construction Specification
Page 2 of 7
Mr. Samuel Grossman, P.E.
1.4. Design Review and approval by COV
1.5. Material procurement (assumed to be by COV or Contractor)
2. Programming
2. L SEL-2032 I/O List
2.2. SCADA I/O List
2.3. SEL-2032 communication programming
2.4. Programming Survalent SCADA (after completing training)
2.5. Testing and Cutover Plan
3. Construction Phase
3.1. Bid and Construction selection (by COV)
3.2. Construction Inspection (by COV)
3.3. Construction management and coordination (by COV)
3.4. Commissioning
4. As -built and documentation
4.1. Drawings
4.2. Programs
4.3. Equipment Manual
4.4. Operations and Maintenance Manual (not included)
Y
Estimated Cost for Project No. 2 = $37,572
PROJECT NO. 3:
1. Detailed Engineering Design
1.1. Field survey and data gathering (record drawings, CAD files, equipment data,
etc.)
1.2. Finalize engineering approach
1.3. Design Drawing Package
1.4. Construction Specification
1.5. Design Review and approval by COV
2. Programming
2.1. PLC RTU I/O List
2.2. SCADA I/O List
2.3. Programming PLC RTU
2.4. Programming Survalent SCADA (after completing training)
2.5. Testing and Cutover Plan
3. Construction Phase
3.1. Bid and Construction selection (by COV)
3.2. Construction Inspection (by COV)
3.3. Construction management and coordination (by COV)
3.4. Commissioning
4. As -built and documentation
4.1. Drawings
4.2. Programs (RTU and Survalent SCADA)
4.3. Equipment Manual
Page 3 of 7
Mr. Samuel Grossman, P.E.
4.4. Operations and Maintenance Manual (not included)
Estimated for Project No. 3 = $43,802
PROJECT NO. 4
1. Project kick-off meeting with COV to review the existing SCADA system and
finalize scope of work.
2. Field survey and data gathering (SCADA network topology, RTU List, SCADA
I/O List, communication network diagram, etc.).
3. Review, study and evaluate existing SCADA system.
4. Prepare Preliminary Report for COV review and comment.
5. Prepare Final Report with recommendation for immediate, short-term and long-
term implementation plan.
Estimated Cost for Project No. 4 = $34,293
PROJECT NO. 5:
1. Detailed Engineering Design
1.1. Field survey and data gathering (record drawings, CAD files, equipment data,
etc.) Y
1.2. Finalize new system configuration
1.3. Design Drawing Package
1.4. Construction Specification
1.5. Design Review and approval by COV
1.6. Material procurement (assumed to be by COV or Contractor)
2. Programming
2.1. SEL-20301/0 List
2.2. SCADA I/O List
2.3. Programming Survalent SCADA (after completing training)
2.4. Testing and Cutover Plan
3. Construction Phase
3.1. Bid and Construction selection (by COV)
3.2. Construction Inspection (by COV)
3.3. Construction management and coordination (by COV)
3.4. Commissioning
4. As -built and documentation
4.1. Drawings
4.2. Programs (RTU and Survalent SCADA)
4.3. Equipment Manual
4.4. Operations and Maintenance Manual (not included)
Estimated Cost for Project No. 5 = $46,962
ASSUMPTIONS AND EXCEPTIONS:
Page 4 of 7
Mr. Samuel Grossman, P.E.
Pertains to All Projects:
1) The SCADA I/O Lists are generally described but not exactly defined. After
reviewing and developing the preliminary SCADA interface requirements, we
will need COV inputs to finalize SCADA 1/0 List for each project.
2) COV will furnish pertinent. information required for the project including:
a) Record as -built drawings
b) Drawing CAD files in Autocad format
c) Existing RTU/PLC programs for modification
d) Existing Survalent SCADA information
3) COV will determine the relay settings (i.e. SEL 351) and configurations
4) COV will provide assistance (e.g. Otis and Viet) to help us familiarize with the
facilities and systems.
4
5) The Survalent SCADA programming and SEL-2030 programming work will be
done after the system training with vendors.
6) We assume that existing conduit plans/cable & conduit schedules and other
background drawings are available in Autocad format and are as -built to a point
that we can add our project information without having to spend time updating to
reflect existing conditions.
7) We assume no permitting is required.
8) We assume the COV SCADA Engineer will be available to assist us during the
project including during the start-up phase.
9) We assume construction contractor will provide a set of as -built marked -up
drawings and relay settings after completing construction for documentation.
10) We assume the technicians will be available to work with us during the testing
and commissioning phase.
Pro-iect No l — Vernon SS & Malbur¢ Generation SS Transformer Monitoriniz.
1) Pre -fabricated OPTO-22 panel as -built drawings will be provided by the City of
Vernon (COV). These panels will be check-out and tested prior to shipping.
2) Communication cable from Vernon Substation and Malburg Generation Station to
the SCADA system located in the Power Plant will be routed in the existing open
Page 5 of 7
W. Samuel Grossman, P.E.
trench. Underground conduits will be installed from RTUs to existing open
trench. We assume existing pull boxes and trench are adequate to accommodate
the additional conduit/wire.
3) We will consider testing the DNP3.0/TCPIP communication integrity prior to the
cutover.
Proiect No 2 — Control/Status of Vernon SS ATS and Emergency Generator on SCADA.
1) SEL 351 relay is installed, settings made and configured by others.
2) We assume wiring details for ATS and generator hardware are available from
COV.
Project No 3 — City Hall SS status and data on SCADA.
1) We assume the as -built drawings of the ATS, generator and PLC (e.g. wiring
diagrams, schematic drawings, etc.) are available and will be provided by COV.
2) Based on our preliminary field survey, we have a few alternatives for the
RTU/PLC` applications and we will present to COV for approval prior to
proceeding with detailed engineering work.
Project No 4 — Reliability and Security Audit on Survalent SCADA System.
1) City of Vernon understands that Sun Engineering is not a provider of expert
security solutions to protect mission -critical infrastructure in power
generation/utility automation systems from cyberattack. Our proposal is limited to
providing overall coordination to assimilate information from the various expert
resources and summarize recommendations in a final report where we will outline
the short term and long term implementation plan of action.
2) We will plan to use SCADA Vendor as the subcontractor for hardware systems
evaluation.
Project No 5 — Owill Substation Readings and Controls for CB 22 & 88 on SCADA
1) COV will provide existing as -built drawings and data for evaluation and
modification.
SCHEDULE AND PROJECT APPROACH:
We can begin engineering/design for the drawing packages approximately one week after
receiving COV written authorization. The design for project No. 1,2,3, and 5 can be
started immediately. Project 4 can be started at a later date. The duration to complete the
drawing package for each project is listed below. The Survalent SCADA and SEL
programming can be started after we complete training. Schedule will depend on the
Page 6 of 7
Mr. Samuel Grossman, P.E.
vendors training schedule and availability. We can prepare a comprehensive project
schedule within two weeks after having a chance to review COV's latest record drawings
and data.
Estimated duration required to complete each drawin¢�design package and specifications:
Project No. 1 =
10 weeks
Project No. 2
= 8 weeks
Project No. 3 =
6 weeks
Project No. 4 =
12 weeks
Project No. 5 =
10 weeks
PROJECT TEAM:
We have proposed Mark Stephens as our Senior Project Engineer and Systems Integrator.
SUMMARY OF ESTIMATED COST:
Engineering/Design/Programming/Commisioning/As-builts for 5 Projects = $249,080
The total cost to complete the work outlined above is estimated at $249,080. Due to many
unknown factors, we propose to conduct the work on a time and material basis per the
attached rate schedule.
Thank you for the opportunity to submit this proposal and we look forward to working
with/you.
an Garcia����
Marketing Manager
Attachments: Rate Schedule
Cc: Jorge Samoano — City of Vernon
Eddy Duong — Sun
Mark Stephens - Sun
Page 7 of 7
EXHIBIT B
SCOPE OF WORK DOCUMENTS
(TO BE SUPPLIED)
EXHIBIT B
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 Sun Engineering agree that Sun Engineering's compensation shall be adjusted as
follows:
City and Sun Engineering agree that Sun Engineering'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.
Sun Engineering (Sun Engineering Services, Inc.) City (City of Vernon, California)
By By
Date Date
C-1
INSTRUCTIONS TO SUN ENGINEERING
Contract Number:
Instruction to Sun Engineering Number:
Date:
Specific Instructions to Sun Engineering:
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 Sun Engineering, 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, Sun Engineering 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 Sun Engineering 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
(Sun Engineering shall, within 10 days of the receipt of these instructions, furnish City a
statement of its proposal for adjustment in contract compensation occasioned hereby. Sun
Engineering 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 Sun
Engineering 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. Sun Engineering's signature hereon does not indicate his acceptance of the
classification assigned hereto by City.
Sun Engineering Representative Date
C - 2
AGREEMENT NOT
RECEIVED - LIGHT &
POWER DOES NOT
HAVE A COPY ON FILE
Page 1 of 1
Romero, Debbie
From: Lehr, Judy
Sent: Tuesday, September 02, 2008 2:35 PM
To: Romero, Debbie
Subject: RE: Agreement Inquiry
Debbie, right off the bat I can tell you Sun Engineering was never finalized by Ali. I'll double check Kay Reiman,
but I'm pretty sure she never signed. I'll check the others after the Council items done.
From: Romero, Debbie
Sent: Tuesday, September 02, 2008 9:34 AM
To: Lehr, Judy
Subject: Agreement Inquiry
Judy when you get a chance, please check your files to see if you have the following agreements:
2006 Tax Year Sharing Program - Approved by Minute Order 12/13/06
Sun Engineering — Approved by Res. No. 9146 10/04/06
Dynamic Builders First Amendment 4901 Bandini Blvd. —Approved by Res. No. 9078 06/21/06
Kathryn Reiman Amendment No. One — Approved by Res. No. RA-309 10/04/06
Thank you.
9/2/2008
CITY COUNCIL
LEONIS C. MALBURG.
Mayor
THOMAS A. YBARRA
Mayor Pro -Tern
WM. `BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL McCORMICK
Councilman
October 18, 2006
4305 Santa Fe Avenue, Vernon, California 90058
telephone (323) 583-8811
Sun Engineering Services, Inc.
Attn: Dan Garcia, Marketing Manager
5405 Garden Grove Blvd., Suite 300
Westminster, CA 92683
Re: Services Agreement
Dear Mr. Garcia:
SOL BENUDIZ
Police Chief
MARK C. WHITWORTH
Acting Fire Chief
LEWIS J. POZZEBON
Director of Environmental Health
S. KEVIN WILSON
Director of Community Services
SHARON L. DUCKWORTH
Acting City Treasurer
In accordance with Sections 5.03 through 5.08 of said agreement, you
are to furnish the City with proof of insurance.
Please submit your insurance documents to Willard Yamaguchi, Acting
Risk Manager, for review and approval. Upon approval of said
documentation, this office will forward to you a fully executed
duplicate original agreement.
If you have any questions, please contact Willard Yamaguchi at
323/583-8811 ext. 175.
Very truly yours,
Ne Ky'r/n
Deputy City Clerk
NG:dr_
c: Willard Yamaguchi
Resolution No. 9146
Agreement File No. 06-114
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