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Resolution No. 94521 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9452 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND ABB INC., FOR THE LIGHT & POWER DEPARTMENT WHEREAS, the Light & Power Department desires to purchase and have installed ABB 800xA Advant Master Base System with OPC-Client Connection hardware and software, together with parts, cables, modules and other accessories necessary (collectively, the Equipment") for PI �ISystem Connection; and WHEREAS, the purchase of the Equipment will enable the Light & Power Department to extend the scope of traditional control systems to include all automation functions in a single operation and engineering environment to improve performance; and WHEREAS, the purchase of the Equipment will improve the effectiveness of the Light & Power Department's operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, ABB Inc. ("ABB") is a leader in power and automation technologies and can provide the necessary Equipment meeting the specifications and requirements of the Light & Power Department; and WHEREAS, on October 9, 2007, the Finance Committee Section of the City Council recommended that the City purchase the Equipment from ABB at a cost of approximately Fifty -Seven Thousand Six Hundred Ninety - Three Dollars and Seventy -Three Cents ($57,693.73); and WHEREAS, the City and ABB desire to enter into an Equipment Purchase and Services Agreement setting forth the terms and conditions 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 under which the City shall purchase the Equipment and installation services from ABB; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with ABB for the Equipment and services to enhance services provided to the Vernon community. 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 Equipment Purchase and Services Agreement with ABB, 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 or Mayor Pro-Tem to execute the Agreement with ABB for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to give one fully executed Agreement to: ABB Inc. Attn. Donald Westfall 2 Acee Drive Natrona Heights, PA 15065 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever - 2 - I nonsubstantive, administrative and/or text changes, upon advice of 2 counsel, to the Agreement. 3 SECTION 6: The City Clerk of the City of Vernon shall 4 certify to the passage of this resolution, and thereupon and 5 thereafter the same shall be in full force and effect. 6 APPROVED AND ADOPTED this 6th day of November, 2007. 7 8 9 Name: Leonis C. Malburg 10 Title: Mayor 11 12 ATTEST: 13 14 15 MANU LA GIRON, Cit Clerk 16 17 18 19 20 21 22 23 24 25 26 27 28 3 _ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9452, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, November 6, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. MANUELA GIRON, City Clerk (SEAL) - 4 - EXHIBIT A EQUIPMENT PURCHASE AND SERVICES AGREEMENT �s Proposal Date: 9113/2007 Proposal Number: DAVV-070712-1A Prepared By: Donald Wesffail Customer: City of Vernon Malburg Generating Station 2715 E 50th Street Vernon, CA 9005$ Attn: Adriano Marki B Power Generation System Proposal ABB Inc. 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA � �s3 Date: 7/12/2007 Table of Contents Tableof Contents............................................................................. I Introduction...................................................................................... 2 Site Work: PI Connection Equipment ............................................. 3 Scopeof Supply: .......................................................................... 3 Site Work: Services: Installation of Process Portal A ®PC equipmentfor PI............................................................................... 4 Site Work: Services: PI Connection Equipment ............................ 5 Pricing Summary for PI Connection Equipment ............................ 5 GENERAL REQUIREMENTS ............................................................ 6 Logic B Applications Software Changes ......................................... 6 CITY OF VERNON'S RESPONSIBILITIES: ...................................... 6 PricingSummary .............................................................................. 7 Commercial Summary ...................................................................... g ABB Inc. General Terms and Conditions of Sale ........................ 10 ABB Standard Service Rata Sheet -- 2007 ....................................13 ABB Inc. 2 ACEE DRIVE NATRONAHBGRTS, PA 15065, USA Altkai,IN 111 �4I Proposal # DAW-070712-IA 91%1 POP Date: 7/12/2007 Introduction ABB's world -class support offerings allow you to maximize productivity and minimize lifecycle costs. With unparalleled knowledge resulting from many decades as an industry -leading automation supplier, ABB Service is uniquely qualified to help manage all aspects of your control systems, drives, analytics, and/or quality control products and systems in numerous, that you rely upon to maximize your production in demanding industrial applications. ABB's commitment to performance optimization is evident in every aspect of our dynamic portfolio of services delivered through more than 10,000 service professionals worldwide. We continue to invest in new technologies and adapt our services to help you achieve operational excellence through reliability in production assets, processes, and people and position you as a leader in your industry today, tomorrow and well into the future. It's all about performance - ABB's comprehensive portfolio of services from field service, support services and spare parts to consulting, optimization, and complete outsourcing supports every stage of the product life cycle and ensures maximum performance of your automation equipment. ABB Inc. 2 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA hime�9z`°2,,_ '" 4� � Dater 7/12/2007 Site Work: P1 Connection Equipment Scope of Supply: Sales price Article number Qty Description [US$] xA Base System Includes one Operator Workplace, one Engineering Workplace, AC800M Connectivity, Redundant Aspect Server, Plant Explorer, Topology Status Viewer, Softpoint Server, Scheduler, Primary History Logs (logging of signals for operator trends for up to 3 months), 10 Asset Monitors and Diagnostics 3BSE044753R1 1 Collection 3BSE031540R2 4 1000 tags, non -redundant 800xA for Advant Master (One per system.) 36SE031542R2 1 RTA board needs to be ordered separately, 800xA OPC-Client Connection This enables third party OPC clients to connect to 800xA via the 800xA OPC server. 3BSE031545R1 1 One per external access. Type I subscription (1-2 concurrent users) to 3BSE046742R1 1 Automation Sentinel Concurrent Users - The number of Clients and Remote Clients plus one Client from the Core 3BSE047697R1 1 System $27,211.09 1.2 800xA 5.0 System - Media and Documentation (3BSE04505518) Sales price Article number Qty Description [US$] Industrial IT 800xA Software Version 5.0, DVD Product Box Including: Industrial IT 800xA System Version 5.0 and User Documentation on DVD, 3BSE044765R50 1 Installation Manuals, and Mouse Pad. 3BSE034584R1 1 RAINBOW SuperPro Dongle for USB $,511.64 This computer will provide the OPC interface to the PI Server only. It can not be used as an operator station as all the Aspect Server software items are not there. The system is expandable and can be used as a machine interface. ABB Inc. 3 2 ACEE DRIVE NATRONA HEIGHTS, FA 15065, USA x Proposal # DAW-070712-1AY Date: 7/12/2007 1.3 800xA for Advant Master - HW and Documentation (31BSE045059/B) Article number Qty Description PU515A Real -Time Accelerator (RTA) board for PCI bus (Master/MOD eDCN systems). Installed in 3.3V or 5V PCI slot or PCI-X slot. Including CS503V1 dual channel MB300 communication module and 16Mbyte RAM. 3BSE032401R1 1 With two 15-pin female Dsub connectors. TK626VO50 Cable assembly. Connection Cable 5 m (16 ft). For RTA board. With Dsub connectors: 15-pos socket to 15- pos pin. For connection of RTA board comm. port to transceiver for ThickNet comm. With screw fixing at the RTA port connector and sliding latch at transceiver. Cable for connection between system unit and 3BSE019210R5 1 transceiver for M13300. Sales price [US$] $2837.01 OPE 1 Deli Computer (see specifications below) $3,912.00 SUBTOTAL $34,471.73 Site Work: Services: Installation of Process Portal A OPC equipment for PI No. Item - _ Unit Total ((JSD) 1. ABB SCOPE OF WORK 1 Lot See next page 1. Load all software on computer to be provided by City of Vernon 2. Install new hardware at site. 3. Connect Process Portal to MB 300 and ensure accurate communication. 4. Provide OPC connection to PI system. **Note: Each node of the Advant system is envisaged to be 2 days. All corresponding node to node = 1 day Total number of days = 7 day s at site 2. ENGINEERING HOURS: 1. On site work will be on hourly basis. CD., 2. The time on site (approx. 5 days) will be used to complete and test each and every aspect of the hardware and software. ABB Inc. 4 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA Date: 7/12/2007 Site Work: Services: PI Connection Equipment No. Item Unit Price/Unit (USD Total (USD) 1. Loading and testing of Computer off site 2 Days 21304 4,608 2. Site Specific Installation to, be Performed at the City of 5 Day 2,304 11,520 Vernon j Travel and Preparation Time No. Item Unit Price/Unit Total (YSD USD 1, Travel and Living Cost( Estimate only) 2,486 2,486 2. • 16 hours travel time.(Estimate only) 2 Day 2,304 4,608 • All travel time Q $288 US/Hour Pricing Summary for PI Connection Equipment The total price for PI Connection Equipment portion of DAW 070712-lA: Scope of Supply 3. Services. • Scope of Supply for PPA connection to PI .............. USD 34,471.73 • Travel and Preparation.............................................USD 7,094.00 • Off Site work ................................................. ..........USD 4,608.00 • On site Work............................................................USD 11.520.00 Total: U Q 57.693.73 ABB Inc. 2 ACEE DRIVE NATRONAIIE+IGfITS, PA 15065, USA l' 11`.; Proposal # DAW-070712-IA A I 11 P Date: 7/12/2007 GENERAL REQUIREMENTS • ABB will ensure that the customer is formally provided with all information generated relating to changes or updates to the Advant DCS system. • The customer will undertake the necessary steps in order to ensure the free access to plant sites, and rooms for ABB personnel. • The customer will contact the ABB to communicate the dates of the on -site support mission and will specify the details of the required support either through email or fax. Logic I Applications Software Changes • ABB is not authorized, and shall not make, any changes to the Advant Power logic / applications software without the customer's prior written agreement. The customer is responsible for ensuring it obtains any necessary third party approvals prior to providing ABB with the necessary written authorization to implement any logic / applications software changes. • 'ABB, under instruction from the customer, may investigate any aspect of the DCS system providing no changes are made to the DCS logic / applications and provided the DCS is not operated or maintained contrary to Operation and Maintenance instructions. Note: All the OS500 units will be directly connected the F/O router (If the distance from OS500 to the F/O router is more then 50-ft then a dedicated switch should be provided for each OS500 station). City of Vernon should consult with a F/O specialist to fix its network from a RING type to a BUS type (STAR configuration). CITY OF VERNON'S RESPONSIBILITIES: 1. Check the system load for each controller and send us the details. 2. Complete source code copy (DB & PC both) from each controller 3. Provide a list of 1/0s they want ABB to configure to communicate between different controllers. The number of engineering hours will be determined by this information. 4. If there is any modification require on any OS500 then it needs to be also explained up front with the list of displays. No changes are expected, however if there is changes per graphic =1.5 days of additional field service time. This is inclusive of Graphics testing. Field 1/0 and instrumentation related to the changes of the.dynamic graphic will NOT be included. 5. F/O work should be completed and tested by the F/O specialists. 6. F/O configuration must follow the STAR (or BUS) configuration. 7. During the configuration work if there is any shortage of cables (both FO and thin LAN blue cables) then City of Vernon will have to buy those cables 8. Configuration of PI system, to make is communicate with AC400 Conned, is not part of ABB's scope. ABB Inc. 6 2 ACEE DRIVE NATRONA IIEIGHrS, PA 15065, USA I K Proposal # DAW-070712-1A 9 F op Date: 7/12/2007 WA- 9. City should take the responsibility of PI System configuration and the associated work in the AC400 Connect Server. Note: All the configuration related work will be done on -site as I do not have any system in the shop to test. Data Sets can only be configured and implemented only when the controllers are in CONFIGURATION mode. It means the plant must be down during the commissioning time. Note: Actual numbers of days at site will depends on Plant's availability to assist with installation and to conduct system testing. The final amount of days will charge according to Field Service Time Sheet signed by the Plant's authorized personnel Pricing Summary ABB is please to provide this proposal for ABB's Products and Services. The total price for proposal DAW 070712-1A: Pricing Summary for PI Connection Equipment: • Scope of Supply for PPA connection to PI .............. USD 34,471.73 With computer (see details) • Travel and Preparation ......... ........................ ............ USD 7,094.00 • Off Site work ........................ ...........................USD 4,608.00 • On site Work ................................................ ............ USD 11.520.00 .7A If this proposal meets with your approval, please submit your purchase order referencing proposal number DAW-070712-IA to: Joe Palmer Customer Service Manager ABB Inc. 2 Acee Drive. Natrona Height, PA, 15065 Fax: 724-295-6560 ABB Inc. 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA n Proposal # DAW-0707124A A r z P Date: 7/12/2007 Computer Components Dell Server Style Computer Dual Core IntelO Xeon®5130, 4MB Cache, 2.00GHz,1333MHz FSB, Windows Server® 2003 R2, Standard Edition, Includes 5 CALs PowerEdge Dual Core Intel® Xeon® 5130, 4MB Cache, 2.00GHz, 1333MHz FSB Operating System Windows Server® 2003 R2, Standard Edition, Includes 5 CALs Additional Processor Single Processor only Memory 2GB 533MHz (4x512MB), Single Ranked DIMMs TCP/IP Offload Engine Enablement Broadcom TCP/IP Offload Engine Not Enabled Riser Cart! Riser with 2 PCI-X Slots (3 Volts) and 1 PCIe Slot Primary Hard Drive 73GB, SAS, 3.5-inch, 10K RPM Hard Drive Primary Controller SAS 5/i Integrated, No RAID Floppy Drive 1.44MB Floppy Drive, Internal, Black Mouse No Mouse Option Network Adapter Intel® PRO 1000PT Dual Port Server Adapter, Gigabit NIC, Cu, PCIe x4 CD/DVD Drive 24X IDE CD-RW/DVD ROM Drive Bezel Rack Bezel Backplane 1x4 Backplane for 3.5-inch Hard Drives Documentation Electronic Documentation and OpenManage CD Kit Hard Drive Configuration Integrated SAS/SATA No RAID, SAS 5/i Integrated Chassis Configuration Rack Chassis w/Sliding RapidNersa Rails and Cable Management Arm,Universal Hardware Support Services 3Yr BASIC SUPPORT: 5x10 HW=Only, 5x10 NBD Onsite Installation Support Power Supply Non -Redundant Power Supply TOTAI_:$3,912.00 This is the minimum required hardware, due to changes in computer offerings the model cannot be ascertained at this time. Additional requirements are built into the price. ABB Inc. 8 2 ACEE DRIVE NATRONA HEIGHTS, FA 15065, USA Proposal # DAW-070712-IA F � ED OF Date: 7/12/2007 Commercial Summary Terms and Conditions The Terms and Conditions of this proposal are based on the ABB General Terms and Conditions of Sale. No other terms and conditions shall apply. Delivery Delivery is approximately 8 weeks after receipt and acceptance of an order. ABB Service All services, in reference to this proposal, are provided per the ABB Standard Rate Sheet except as indicated below. • Services provided beyond the agreed to scope will be invoiced at $288.00 per hour for a Field Service Representative plus travel and living expenses. Payment Terms ABB's proposal is based on the following payment terms. • 100% upon acceptance of order. Taxes and Duties All other taxes and duty not explicitly expressed herein will be bill to the consignee. This include VAT or/and Service related Withholding tax Proposal Validity This Proposal is subject to acceptance within sixty (60) days from the date of proposal. All prices, schedules, and technical descriptions are valid throughout this period. Confidentiality The information contained in this proposal is proprietary to ABB Inc. and may not be disclosed t0 any third party or company without the written consent of ABB Inc. - Natrona Heights, PA USA ABB Inc. 9 2 ACEE DRIVE NAMONAIIEIGIrrS, PA 15065, USA IN 10 i S Ei Proposal # DAW-070712-1A 07 ED Date: 7/12/2007 ABB Inc. General Terms and Conditions of Sale 1. General. The terns and conditions contained herein, togetherwith any additional or different terms contained InABB'8 Proposal, if any, SUbmlftedt0 Purchaser (Which Proposal shall control over any conflicting terms), constitute the entire agreement (the "Agreement") between the parties with respect to the order and Supersede all prior communications and agreements regarding the order. Acceptance by ABB of the order, or Purchaser's acceptance of ABB% Proposal, Is expressly limited to and conditioned upon Purchasers acceptance of these tamrs and conditions, payment fororacceptance of any performance by ABB being acceptance. These ferns and conditions may not be changed or superseded by any diRerent or additional fonts and conditions proposed by Purchaser to which terms ABB hereby objects. Unless the context otherwise requires, the term "Equipment" as used herein means all of the equipment parts, accessories sold, and all software and soltivere documentation. it any. licensed to Purchaser by ASS rSoftYvaW) under the order. Unless the context otherwise requires, the term "Services" as used herein means ail labor, supervisory, technical and engineering, installation, repair, consulting or other services provided by ABB under the order. As used herein, the term "Purchaser" shall Include the Initial end use of the Eguipmentandfor services; provided, however, that Paragraph 13(a) shall apply exclushvelyto the initial end user. 2. Prices. (a) Uolass otherwise specified in writing, all Proposals expire thirty (30) daysfrom the date thereof. (b) Unless otherwise stated herein, Services prices are based on normal business fours (8 a.m. to 6 p.m. Monday through Friday). Overtime and Saturday hours will be bled at one and one-half (1112) times the hourly rate; and Sunday hours will be billed at two (2) times file hourly rate; holiday hourswill be Wad at three (a) tmea the hourly rate. Ba Services rate sheet Is attached hereto. the applicable Services rates shall be those ast forth In the rate sheet Rates are sub)sc to change without nottice. (c) The price does not include arryfederat slate or local properly, license, priAlege, sales, use, excise, gross receipts, or other liketaxes which may now or hereafter be applicable. Purchaser agrees to pay or reimburse arty such taxeswtgch ABB or its suppliers are required to pay or collect If Purchaser is exempt from the payment of any tax or holds a direct payment permit Purchaser gall, upon order plaosmerd,.provide ABB a copy, acceptable to the relevant govemmeptal authorities of any such certificate or permit (d) The price Includes customs duties and other Importation or exportation fees, if any, at the rates In effect on the date of AWs Proposal. Any change after that date In such duties, fees, or rates, shall Increase the price by ABB's additional cost 3. Payment (a) Unless specfied tothe contrary In wrung by ABB, paymentfarms arenat cash, payable wfi outoftset In Untied Shies Dollars, 30 days from date of Invoke by wire trairsferto rho accorrmdes(tgnated by ABB In the Proposal. (b) If in the jWgmentof ABB the financial condition of Purchaser ataxy line priorto delivery does notjusltry the terms of payment specified, ABB may require payment in advance, payment security satisfactory to ABB, or may terminate the order, whrereuponABBslrall be enticed to receive reasonable cancellation charges. t delivery Is delayed by Purchaser, payment shall be due on the date ABB is prepared to make delivery. Delays In delivery or nonoonformities In any Installments delivered shall not relieve Purchaser of its obligation toaccept and pay for remaining Installments. (c) Purchaser shall pay, In addition to the overdue payment, a fate cfhatge equal tothe lesser of 1 112%per, month or any part thereof ortFo highest applicable fate allowed bylaw on all such overdue amounts plusABB's atomeys' fees and court costs Incurred In contactor with collection 4. Chhangm (a) Any changes requested by Purchaser affecting the ordered scope of work must be accepted by ABB and resulting adpnslments to affected provisions, Including price, schedule. and guarantees mutually agreed in willing prior to implementation of the change. (b) ABB may, at His expense, make such changes in the Equipment or Servkwas It deem necessary, In Its sole discretion. to conform the Equipmentor Services totho opplicabte specilicatorm If PWdosm objacls tc arry suchcharWs, ABBshat be reteved of its ob igabon to cortmm to the opphcabte spedkatbns tothe extent that conformance may be affected by such objec am 5. Delivery. (a) All Equipment mantriactured, assembled orwarehoused in the continental United Slates is delivered F.O.B. poled of shipment. Equipment sFhlpped from outside the continental United States Is deWered F.0.9. United States port of entry. Purchaser shall be responsible, for any and all demurrage ordetsntion charges. (b) If the scheduled delivery of Equipment Is delayed by Purchaser or by Force Majeure, ABB may move the Equipment to storage forthe account of and tithe risk of PuacaecrwhereWon ksha8 bedeemed to be deWered (c) Shippkrgand delivery dates are contrKjw4 upon Purchaser's timely approvals and delivery by Purchaser of any documentation required forAWs performance hereunder. (d) Claims for shortages or other erore In delivery must be made In writing to ABB within ten days of delivery. Equipment may not be returned except with the prior written consertof and subject to terms specified fry ABB. Gains for damage after delivery shall be made directly by Purchaser aser with the common carrier 6. TitleB Rlsk of (ass. Exceptwith respect to Software (for whkhtite shag not pass, use being ficensed) t8e to Equipment shall remain in ABB unlit fully paid for. NoWtstanding any agreement with respectfo delivery terms or payment of transportation Barges, risk of loss or damage shad pass to Purchaser upon delivery. 7. Inspection, Testing and Acceptance. (a) Any Inspection by Purchaser of Equlpmenton ABB's premises shad be scheduted in advance to be performed during normal working hours. (b) It the orcler provides for factory acceptance tesrffrrg, ABB Shall notify Purchaser when ABBW41 conduct: such testing pnor to WprmTL UnlessPurchasershtes specific objections in writing within ten (10) days after completion of factory acceptance testing, completion of the acceptance test constitutes Purchasers factory accepts nee of the Equipment mW b authorization for shipment (c) it the order provides for site acceptance testing testing will be performed by ABB personnel to vertry thatthe Equipment has arrived at site complete, rv&W physical damage, and in good operating condition. Completion of site acceptance tesfhhg constitutes Id and feral acceptance of the Equipment 11, through no fault WABB, acceptance testing 1s not eompletedwkMn thirty (30) daysafter arrival ofthe Equipmeutat the site, the elte acceptance testshad be deemed completed and the Equipment shag be deemed accepted. & Vknantles and Remedies. (a) EcuiomentandservkesYlfarnantv. ABBwarramsthatEquyrment(ercludigSotbrdre,whichlswarramedasspediedinparagraph(d)below)shallbe tfe8veredfreerid In matadatandworkrrrarsldpandthatservicesshag Wheeefdelecshnwakmanship. The Warranty Remedy Period for Equipment (excluding Software, Spare Parts and Refurbished or Repaired Pads) shall end twelve (12) months after Installation or eighteen (18) months after date of shipment, whichever fast occurs. The Warranty Remedy Period for new spare parts shall end twelve (12) months after date of shipment The Warranty Remedy Period for refurbished or repaired pads shall end ninety (90) days after date of shipmerrt. The Warranty Remedy Period forSenficesshall end ninety (90) days after the date of completion of Services. fbh Equipment and Services Remedy, t a nononformity to the foregoi gwananty is discovered In the Eguipmentor Services during the applicable Warranty Remedy Period, as specified above, under normal and proper use and provided the Equipment has been property stored, instaged, operated and maintained and wri ten notice of such normdomtly is provided to ABB promptly after such disoovery and within the applicable Warranty Remedy Period, ABB shaft, at its option, either (I) repair or replace the roru mMbrmirg potion of the Equipment or re -perform the nonconforming Services or refund the portion of the price applicable to the nonconforming portion of Egtdpmerit orServhcem If any portion tithe Equipment or Services so repaired, replaced at we-per[ohned falls to conform to the foregoing warranty, andwnten notice of such nonconformity Is provided to ABB promptly after discovery and within the oorml Vftaanity Remedy Period applicable to such Equipment or Services or 30 days from completion of such repair, replacement or re,pedomance, whichever is later, ABBwid repair or replace such nonoo.nformfng Equipment or re -perform the nonconforming Services. The original Warranty Remedy Period shad riot otherwise be extended. ABB Inc. 10 2 ACM DRIVE NATRONA HEIGHTS, PA 15065, USA A1 R �y5x Date: 7/12/2007 Proposal # DAW-070712-IA (c) Exceptions. ABB shall not be responsible for providing working acoessto the nonconforming Equipment, including disassembly and reassembly of non-ABB supplied equipment, or for providing transportation to or from any repairfacillty, all of which shall, beat Purchasers risk and expense. ABB shall have no obligation hereunderwith respect to any Equipment which () has been Improperly repaired oraftered; (� has been subjected to misuse, negligence or accident (ii) has been used In a manner contrary to ABB's instructions; (Iv) is comprised of materials provided by or a design specified by Purchaser; or (v) has failed as a result of ordinary wear and fear. Equipment supplied by ABB but manufactured by others Is warranted only to the extentof the manufacturers warranty, and only the remedies, if any, provided by the manufacturer will be allowed. (d) Software Warranty and Remedlea ABBwarrai that except as specified below, the Software wilt when properly Instated, execute In accordance with ABB's published specification. ff a tonoomomrity to the foregoing warranty is discovered during the period ending one (1) year afhuthe date of,shipment and written notice of such norhcen formtty Is provided to ABB promptly aftersuch discovery and within thatperiod, inctudmg a description of the nonconformity and complete Information a1 outthe mannerof its discovery, ABB shall oorrecttfe nonconformity by, at Us option, either(I) rtodityingor making available to the Purchaser instructions for modifying the Software; or (11) making available atABEfstacillty necessary ooffectedoi, replacement programs. ABB shall have no obligation with respect to any noncontor mlties resulting from () unauthorized modification of the Software or (f) Purchaser -supplied software or interfacing. ABB does not warrant that the functions cordahed Irk the soAvrare will operate In eomblratiors which maybe selectedfor use byte Purchaser, or thatthe Somers products are free from errors In the nature dwhat is commonly categorized by the computerinckistry as'buW. (a) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER'S EXCLUSIVE REMEDIES AND ABITSENTIRE LIABILITY FOR ANY BREACH OFWARRANTY. - - 8. Patent Indemnity. (a)ABB shell defend at Its own expense any actiwh brought against Purchaser allegingthatthe Equipment orfine use of the Equipment to practice any process for which such Equipment is specified by ABB (a -Process) directly Infringes any claim of a patent of the United Slates of America and to pay all damages and costs finally awarded in any such action, provkled that Purchaser has given ABB prompt written notice of such action, all necessary assistance in the defense thereof and the right to control all aspects of the defense thereof Including the right to settle or otherwise terminate such action In behalf of Purchaser. (b) ABB shall have no obligation thereunderand this provision shelf not apply to: () any other equipment orprocesses, Including EquipmentorProcesses MOM have been modified on combined with other equipment or profess not supplied by ABB; (g) any Equipmentor Process suppfiedaccordkV to a design, other than an ABB design, required by Purchaser, (10) any products manufactured by the Equipment or Process; (Iv) any patent issued after the date hereof, or(v) any action settled orot erwise terminated wiioutthe prior written consent of ABB. (c) It in any such action, the Equip -meat is held to constitute an irdri gemard, orthee practice of any Process using it* Equipment is finally erdolned, ABB shag, at Its option and is awn expense, procurefor Purcheserthhe dgltto continue using said Equipment or modify or replace it with nonn•kirigig equipment or, with Purchaseesasslisixnee, modify the Ptooessso Batt becemes Wig; or rernwe it and refundthe portion f the price allocable to the Infringing Equipment THE FOREGOING PARAGRAPHS STATE THE ENTIRE LIABILITY OF ABB AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (d) To the extent that said Equorient or any pad thereof Is modified by Purchaser, or combined by Purchaser with equipment orprocesses-notfumishad hereunder(excepttothe extent that ABB lea contrllxtory Infringer) or said EWApmentor any pan thereof Is used by Phudhaserto perform a process not furnished hereunder by ABB or to produce an article, and by reason of said modification, combination, performance at production, an action is brought agalastABB, Purchaser shall defend and IndemnffyABB in the same manner and to the same exterdthatABB wwadd be obligated to Indemnify Purchaser radar this'Patert Indemnity' provision. 10. unifleftnefu"Uty. (a) In no eventshatl ABB, Its suppliers or subcontractors be liable for specdat Indirect Incidental orco sequeMkl damages, whether in contract, warranty, fort, negligence, strict iabiity or otherwise, rrcluding, tut rot Crafted to, Ions of peofds or revenue, loss of use ofthe Equonerdor any associated equipment, cast: of capital, coati aubehtute equipment, factities or services, downtime costs, delays, and claims of customers of the Purchaser or oherth'ud parties for any damages. ABB'a liability for any claim whether in contract warranty, tit negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resu Mang from this Agreemerdofthe performance or breach thereof, orfrom the design, manufacture, sale, delivery, resale, repair; replacement installation, technical direction of Installation. Inspection, operation or use of any equipment covered by or furnished under tits Agreement, or from any services rendered In connection therewith, shall In no case (except as provided In the section erditlesl'Patert Indemnity') exceed one-half (112) of the purchase price allocable to the Equipment or pan thereof or Services which gives rise to the claim. (b) All causes of action against ABB arising out of or relating to this Agreement or the performance or breach hereof shall oVke unless brought within one year of the time of accrual thereof. (c) In no evert; negartllassd cause, shall ABB be cable fw penattles or ponally clauses of any description orfor Indemnification of Purchaser or others for costa, damages or expenses arisbVaid oforrelated bethe EquipmentandZenices. 11. Laws antl Regulations. ABB does not assume any responsibility for compliance with fedsratstate, or local taws and regulations, except as expressly set forth herein, and complance with any laws and regulations relating to the operation or use of the Equipment or Sollware Is the sole responsibility of the Purchaser. All axis and regulaffors referenced herein shag bethose in effect as d the Proposal date. In the event of arty subsequent revisions or dhargesthereto, ABB assumes no responsibility foreompfiannce therewith. If Purchaser desuesa modification as a result of any such change or revision, it- -shag be treated as a charge per Article 4. Nothing contained herein shall be oorstrued as impesmmg responsibility or labigy upo nABB for obtainig any permit, goerses m app ovals from any agency required In connection with the supply, erection or operation of the Equlfxrient This Agreement shall be goverthed by the laws Wine State of New York, but excluding the provisions of the United Nations Convention on Contracts thrthe International Sale of Goods and excluding New York lawwkh respedto cormicts of law. Punches" agrees thatall causes of actions agaistABB nxderthdsAgreemertshall be brought in the State Cords ofthe Sate of New York, orthe U.S. Dis§fctcoitfortheSouthern, ombidofNew York ttsay provision herad paft orcomplebally. shall be held invalid or unenforceable, such invalidity or uneiftmabillily shad not affedany otter provision or poNin hereof and these terms shag be construed as i such invalid orurienforceable Immislon or portion thereof had never eAsted. 12 OSHA. ASS warrants that the Equipmentwill comply with the relevant standards ofthe Occupational So" aid Health Act of 1970 COSHA) -arid The regulations promulgated thereunder as of the dafeofthe Proposal. Upon promptwritten notice from the Purchaserofa breach ofthis, waffsnty, ABB will replace the affected partorniodlify Itsothatitcordomis to ouch standard ornegLilatlDn. AB`sohtigatianshdbe*r&adbsuchrapboemertormod"iMaten. Innoevem shall ABB he responsible for tiabiiy arising out of the violation at any OSHA standards relating to or caused by Purchasers design; location, operation, or maintenance of the Equipment its use In awaclation with other equdpdrentof Purchaser, ores atteratbn of the Equipmentby any party of herthan ABB. I& SoftwareLlconse. (a)ASSowns all Fights InorhastheWdtesublicense all oftheSoll are, If any, to be delivered to Purchaser uhderthaAgreement, Aspart ofthesale made hereunder Purdeser hereby obtains a limited license to use the Software, subject to the following; () The Software may be used only in conjunction with equipment speciied by ABB; (7 The S01ware shag be kept stripy confidential; (s) The Software shag rot W copied, reverse englneereA or modifier; (rv)Thhe Purchasers right to use the Sofware shag terminate Mmedatelywhen the specified equipment is no longer used by the Pwchaserorwhen otherwise terminated, e.g. forbreack hereurdgr, and (v) the (WOW use the Software are nori exckrsive and nwinvsfeable, exceptw Ith ABWs priorwriten consort. (b) Notting In this Agreement shag be deemed to oonueyia Purchaser arty 1rlletoorawrerstnipin the Sdfbvane othee iAailechl.11 property eontakiedthenekn In whole or in pan, norto designate the SoMware a'work made for him' under the CopyrghtAct nor to confer upon any person who Is note named party totfis Agreementary righter mine* underor by reason of this Agreement. In the eventof termiation oftNs license, Purchaser shah imtnedately cease ushg the SofWareand, without retakningany mpIMnotes orexcerpts thereof, return to ABB the Software and all capasthereofand shagFemme all machine readable Software fran all of Purchasers storage media 14. Inventions and Information. UNess oftwwse agreed Inwriting by ABB and Purchaser, all right title and interest In any Inventions, developments, ImprovememsormodiicatbnsdaforEquipmentandServicesshallremaanwithABB. Any dosign,marugadurtrgdrawings orotherinformation submitted tothe Purchaser remains the exclusive property of ABB. Purchaser shall FAA wihoutABB'spriorwridenciimergcopy ord such information to a third party. ABB Inc. 11 2 ACEE DRIVE NATROA(AHEIGHTS, PA 15065, USA I Proposal ## DAW-070712-IA W 13 Date: 7/12/2007 Such Information shall be used solely for the operation or maintenance of the Equipment and not for any other purpose, including the duplication thereof In whole or in part 15. Force Ma)eure. ABB shall neither be liable for loss, damage, detention or delay nor be deemed to be in defaWorfagure to perform whenjoreventedfrom doing so by causes beyond its reasonable control Including but not limited to acts of war (declared or undeclared), Acts of God, fire, strike, labor difficulties, ads or omissions of any governmental authority or of Purchaser, compliance with government regulations, insurrection er riot, embargo, delays or shortages in transportation or tnabil" obtain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers orsubcorkmctom due to any of the foregoing enumerated causes. In the event of delay due to any such came, the data of delivery will be extended by period equal to the defay plus reasonable time to resume productlon, and the price wgl be adjusted to compensate ABB for such delay. 1& Cancellation. Any order maybe cancelled by Purchaser only upon priorwri ten notice and payment ottwmination charges, Including but not limited to, all costs Identifledto the order Incurred prior to the effective date of notice of termination and all expenses Incurred by ABB atblbutable to the termination, plus a fixed sum of ten (10) percent of the final total pace to comperes for disruption in scheduling, planned production and other indirect costs. 17. Termination. No termination by Purchaser for default shall be effective unless, within fiifteen(15) days after receipt by ABB of Purchaeses written notice specifying such default, ABB shall have failed to Initiate and pursue vdh due dglgence correction of such specified default 16. ExpontCotrtroL (a) Purchaser represents and warrants that the Equipment and Services provided hereunder and the'dirrrct produW thereof are intended for civil use only and will notbe used, direc* or Indirectly, forthe production of'chamleal orbiolog6i weapons orof precumorchemicalsfor such weapons, orforany director Indirect - nucle0r end use. Purchaser agrees notto disclose. use, exportor re-export, directly or indirectly, any Information provided by ABB or the "direct product' thereof as defined In the Export Control Regulations ofthe United States Department of Commerce, except In compliance with such Regulations. (b) If applicable, ABB shallffle fora US. export License, but only after appropriate documentation for the license application has been provided by Purchaser. Purchaser shall furnish such documentation within a reasonable tkne after order acceptance. Any delay In obtaining such license shall suspend performance of this Agreement by ABB. If an export license is not granted or, if once gnanrted, Is thereafter revoked or modified by the appropriate authorities, this Agreement may be canceled by ABS without liability fordamages of any kind resulting from such cancellation. AtAWs request, Purchaser shall provide to ABB a Latter of Assurance and End -User Statement in aform reasornaMy, satisfactory to ABB. 19. Assignment Any assignment of this Agreement or of any rights or obligations under the Agreementwithout prior written consent ofABS shall be vold 20. Nuclear Insurance— Indemnity. Fbr applications In nuclear projects, the Purchaser andror its end user customer shag have complete Irnsurane protection against liability and property damage resulting from a nuclear mciderittoand shall indemnify ABB. Ns subcontractors, suppliers and vendors againstall claims resulting from a nuclear incident 21. Resale, If Purchaser resells any of the Equipment, the sale terms shag Nmit ABB's liability to the buyer to the same extent thatABB's Itabxlly to Purchaser Is limited hereunder. 22. Entire Agreement.7his Agreementoonstitutes the entire agreement between ABB and Purchaser. There are no agreements, urderstandmgs, restrictions, warranties, or representations between ABB and Purchaser other than those set forth herein or herein pro✓kled. ATTEST: MANUELA GIRON, City Clerk APPROVED AS TO FORM: JEFF A. HARRISON, City Attorney CITY OF VERNON By: LEONIS C. MALBURG Mayor ABB INC. By: Name: Title: By: Name: Title: ABB Inc. 12 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA �!r Proposal # DAW-070712-IA � r �`� Date: 7112,2007 ABB Standard Service Rate Sheet — 2007 Primary Work Hours The following labor rates are applicable during Primary Working Hours (PWH) defined as an 8-hour period beginning between 7:00 A.M. and 10: 0.0 A.M. Monday through Friday, excluding national and ABB recognized holidays. The primary work hours include a one half-hour non -paid lunch period and two 15-minute breaks during the day. Base Service Labor Rates Technologv Service Tvne Hourly Rate Drives and Motors Field Services $200-�� Open Control systems Field Services $190 (OCS) Process Application Engineering Services $288 Paper Quality Control Field Services $190 Systems & Web Imaging Sensor Specialist Services $230 Systems (QCS &WIS) Systems Engineering Services $230 Process Application Engineering Services $288 Turbine Control Systems Field Services $230 Field Services (Process Application $288 Engineering Service) ADVANT/Procontrol Flame Scanners Field Services $230 All Project Management Services $230 Process Control Tuning Services $230 Regional Technical Advisor, Network & $288 Security Services Process Optimization Services $288 Overtime Hours For billing purposes ABB Inc. defines overtime as those hours worked outside the Primary Working Hoursor in excess of eight (8) hours in one day. The standard charges for overtime are defined as follows: e All work performed outside thePWH or over 8 hers in one day is charged at one and one half times the labor rate (Base Service Labor Rate X 1.5). • All work performed on S turda is charged at one and one half times the labor rate (Base Service Labor Rate X 1.5). • All work performed on Sunday is charged at two times the labor rate (Base Service Labor Rate X 2). • All work performed on national or an ABB holiday is charged at three times the labor rate (Base Service Labor Rate X 3). Telephone Support ................. ................................... ....... .................. $400.00 per hour ABB Inc. 13 2 AGTE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA FIR UP Date: 7/12/2007 • A minimum of one (1) hour is charged per request. * Additional charges are in one -hour increments beyond the first one (1) hour period. Travel Costs • Travel expenses are charged at 72 cents / mile or actual public transportation costs plus 10%. • Living expenses are charged at actual costs incurred plus 10%. Conditions of Service • Chargeable time includes time spent at the client's facility, round trip travel, time spent off -site preparing written reports, and the time for all other activities required on the client's behalf. • A minimum of four (4) hours is charged for any service call to a client's facility. • ABB Inc. General Terms and Conditions of Sales apply. • All orders are subject to credit approval by ABB. • The standard delivery lead-time for parts and materials is eight weeks from acceptance of order. • All information contained herein is proprietary data of ABB Inc. and that no disclosure, reproduction or use by third parties may be made without written permission of ABB. • Customer, approves the use of their company names in ABB newsletters, press releases, proposals, experience lists, and resumes (for proposal purposes) of our employees. ABB Inc. 14 2 ACEE DRIVE NATRONAHEIGHTS, PA 15065, USA PI installation Cost break -down for ABB data collecting server (ABB Quote DAW-070712-1A) 1. Hardware and software for the ABB data collecting server ABB 800xA Base System with OPC-Client Connection ...... USD 30,559.73 • 8OOxA system Software 4000 Tags • ABB specific hardware (RTA board, MB300 communication module, connection cable to MB300 bus) • Documentation Dell Server ............................................. ........................ USD 3,912.00 Total hardware and software .USD 34 471.73 2. Off site work Loading and testing of Computer (2 days) .......................... USD 4,608.00 3. On site work Site specific installation (5 days) ............................. • Install hardware • Connect ABB server to MB300 bus • Provide OPC connection to PI system 4. Travel and living cost Travel and living cost ........................ ..... USD 11,520.00 USD 7,094.00 1 vil 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 26, 2008 ABB, Inc. Attn: Donald Westfall 2 Acee Drive Natrona Heights, PA 15065 Re: Equipment Purchase and Services Agreement Dear Mr. Westfall: The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on November 6, 2007, through Resolution No. 9452. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583-8811 ext. 834. Vle ry truly yours, lly Gi o City Clerk NG:dr c: Donal O'Callaghan Dolores Jaunzemis Resolution No. 9452 Agreement File No. 07-128 E-�c(usivefy Industria( m. 4r,"WIMP IF EQUIPMENT PURCHASE AND SERVICES AGREEMENT Proposal Date: 911312007 Proposal Number: DAW-070712-IA Prepared By: Donald Wesffall Customer: City of Vernon Malburg Generating Station 2715 E 50th Street Vernon, CA 90058 Attn: Adriano Marki GenerationABB Power ProposalSystern ABB Inc. 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA n s 0 Date: 7/12/2007 Table of Contents Tableof Contents............................................................................. I Introduction...................................................................................... 2 Site Work: PI Connection Equipment ............................................. 3 Scopeof Supply:............................................................ .......... 3 Site Work: Services: Installation of Process Portal A OPC equipmentfor PI............................................................................... 4 Site Work: Services: PI Connection Equipment ............................ 5 Pricing Summary for P1 Connection Equipment ........................... 5 GENERAL REQUIREMENTS............................................................ 6 Logic d Applications Software Changes ......................................... 5 Cliff( OF VERNON'S RESPONSIBILITIES: ...................................... 6 PricingSummary.............................................................................. 7 CommercialSummary...................................................................... 9 ABB Inc. General Terms and Conditions of Sale ........................ 10 ABSStandard Service Rate Sheet—.2007....................................13 ABB Inc. 2 ACHE DRIVE NXI-RONA HEIGHTS, PA 15065, USA M ON Proposal # DAW-070712-IA BY m Date: 7/12/2007 Introduction ABB's world -class support offerings allow you to maximize productivity and minimize- lifecycle costs. With unparalleled knowledge resulting from many decades as an industry -leading automation supplier, ABB Service is uniquely qualified to help manage all aspects of your control systems, drives, analytics, and/or quality control products and systems in numerous, that you rely upon to maximize your production in demanding industrial applications. ABB's commitment to performance optimization is evident in every aspect of our dynamic portfolio of services delivered through more than 10,000 service professionals worldwide. We continue to invest in new technologies and adapt our services to help you achieve operational excellence through reliability in production assets, processes, and people and position you as a leader in your industry today, tomorrow and well into the future. It's all about performance - ABB's comprehensive portfolio of services from field service, support services and spare parts to consulting, optimization, and complete outsourcing supports every stage of the product life cycle and ensures maximum performance of your automation equipment. ABB Inc. 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA Proposal # DAW-070712-IA �} INv�Y✓ � T3`;d 11 �Date: 7/12/2007 Site Work: PI Connection Equipment Scope of Supply: Sales price Article number Qty Description [US$] xA Base System Includes one Operator Workplace, one Engineering Workplace, AC800M Connectivity, Redundant Aspect Server,Plant Explorer, Topology Status Viewer, Softpoint Server, Scheduler, Primary History Logs (logging of signals for operator trends for up to 3 months), 10 Asset Monitors and Diagnostics 3BSE044753R1 1 Collection 3BSE031540R2 4 1000 tags, non -redundant 800xA for Advant Master (One per system.) 38SE031542R2 1 RTA board needs to be ordered separately. 800xA OPC-Client Connection This enables third party OPC clients to conned to 800xA via the 800xA OPC server. 3BSE031545R1 1 One per external access. Type I subscription (1 2 concurrent users) to 3BSE046742R1 1 Automation Sentinel Concurrent Users - The number of Clients and Remote Clients plus one Client from the Core 3BSE047697R1 1 System $27,211.09 1.2 800xA 5.0 System - Media and Documentation (3BSE0450551B) Sales price Article numbar Qty Description [US$] Industrial IT 800xA Software Version 5.0, DVD Product Box Including: Industrial 1T 8t)0xA System Version 5.0 and User Documentation on DVD, 3ESE044765R50 1 Installation Manuals, and Mouse Pad. 3BSE034584R1 1 RAINBOW SuperPro Dongle for USB $,511.64 This computer will provide the OPC interface to the Pt Server only, it can not be used as an operator station as all the Aspect Server software items are not there. The system is expandable and can be used as a machine interface. ABB Inc. 3 2 ACEE DRIVE NATRONA HF,IGHTS, PA 15065, USA A AR N11 1 yY `'S�ra.,�a v Proposal # DAW-070712-IA Date: 7/12/2007 1.3 800xA for Advant Master - HW and Documentation (3BSE045059/8) Sales price Article number Qty Description [US$] PU515A Real -Time Accelerator (RTA) board for PCI bus (Master/MOD eDCN systems). Installed in 3.3V or 5V PCI slot or PCI-X slot. Including CS503V1 dual channel MB300 communication module and 16Mbyte RAM. 3BSE032401 R1 1 With two 15-pin female Dsub connectors. TK626V050 Cable assembly. Connection Cable 5 m (16 ft). For RTA board. With Dsub connectors: 15-pos socket to 15- pos pin. For connection of RTA board comm. port to transceiver for ThickNet comm_ With screw fixing at the RTA port connector and sliding latch at transceiver. Cable for connection between system unit and 3BSE019210R5 1 transceiver for MB300. $2837.01 OPE 1 Dell Computer (see specifications below) $3,912.00 SUBTOTAL $34,471.73 Site Work_ Services: Installatinn of Pmeacs Pnrtal o nPr amiinman+fnr P1 No. Item Unit Total (USD) 1. ABB SCOPE OF WORK 1 Lot See next page 1. Load all software on computer to be provided by City of Vernon 2. install new hardware at site. 3. Connect Process Portal to MB 300 and ensure accurate communication. 4. Provide OPC connection to PI system. "Note: Each node of the Advant system is envisaged to be 2 days. All corresponding node to node = 1 day Total number of days = 7 days at site 2. ENGINEERING HOURS: 1. On site work will be on hourly basis. 2. The time on site (approx. 5 days) will be used to complete and test each and every aspect of the hardware and software. ABB Inc. 4 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA MR me Nip B&A 1*� N Proposal # DAW-070712-1A a Date: 7/12/2007 Site Work: Services: PI Connection Equipment No. Item Unit Price/Unit Total (USv) �usn 1. Loading and testing of Computer off site 2 Days 2,304 4,608 2. Site Specific Installation to be Performed at the City of 5 Day 2,304 11,520 Vernon Travel and Preparation Time No. Item Unit Price/Unit Total dlSD USD 1. Travel and Living Cost( Estimate only) 2,486 2,486 2• 16 hours travel time.(Estimate only) 2 Day 2,304 4,608 • All travel time (c- $288 US/Hour Pricing Summary for PI Connection Equipment The total price for PI Connection Equipment portion of DAW 070712-1A: Scope of Supply 3. Services: • Scope of Supply for PPA connection to PI .............. USD 34,471.73 • Travel and Preparation ......... ........................ ............ USD 7,094.00 • Off Site work ................................................. .......... USD 4,608.00 • On site Work ................................................ ............ USD 11.520.00 Total: SC 57,691.73 ABB Inc. 5 2 ACEE DRIVE NATRONAIiEIGIITS, PA 15065, USA NINE Proposal # DAW-070712-IA 3` 1101 Date: 7/12/2007 GENERAL REQUIREMENTS • ABB will ensure that the customer is formally provided with all information generated relating to changes or updates to the Advent DCS system. • The customer will undertake the necessary steps in order to ensure the free access to plant sites, and rooms for ABB personnel. • The customer will contact the ABB to communicate the dates of the on -site support mission and will specify the details of the required support either through email or fax. Logic / Applications Software Changes • ABB is not authorized, and shall not make, any changes to the Advant Power logic / applications software without the customer's prior written agreement. • The customer is responsible for ensuring it obtains any necessary third party approvals prior to providing ABB with the necessary written authorization to implement any logic /applications software changes. • ABB, under instruction from the customer, may investigate any aspect of the DCS system providing no chan9es are made to the DCS logic / applications and provided the DCS is not operated or maintained contrary to Operation and Maintenance instructions. Note: All the 08500 units will be directly connected the F/O router (If the distance from OS500 to the F/O router is more then 50-ft then a dedicated switch should be provided for each OS500 station). City of Vernon should consult with a F/O specialist to fix its network from a RING type to a BUS type (STAR configuration). CITY OF VERNON'S RESPONSIBILITIES: 1. Check the system load for each controller and send us the details. 2. Complete source code copy (DI3 & PC both) from each controller 3. Provide a list of I/Os they want ABB to configure to communicate between different controllers. The number of engineering hours will be determined by this information. 4. If there is any modification require on any OS500 then it needs to be also explained up front with the list of displays. No changes are expected, however if there is changes per graphic =1.5 days of additional field service time. This is inclusive of Graphics testing. Field 1/0 and instrumentation related to the changes of the.dynamic graphic will NOT be included. 5. F/O work should be completed and tested by the F/O specialists. 6. F/O configuration must follow the STAR (or BUS) configuration. 7. During the configuration work if there is any shortage of cables (both FO and thin LAN blue cables) then City of Vernon will have to buy those cables 8. Configuration of PI system, to make is communicate with AC400 Connect, is not part of ABB's scope. ABB Inc. 6 2 ACEE DRIVE NATRONAHEIGHTS, PA 15065, USA Proposal # DAW-070712-IA Date: 7/12/2007 9. City should take the responsibility of PI System configuration and the associated work in the AC400 Connect Server. Note: All the configuration related work will be done on -site as I do not have any system in the shop to test. Data Sets can only be configured and implemented only when the controllers are in CONFIGURATION mode. it means the plant must be down during the commissioning time. Note: Actual numbers of days at site will depends on Plant's availability to assist with installation and to conduct system testing. The final amount of days will charge according to Field Service Time Sheet signed by the Plant's authorized personnel Pricing Summary ABB is please to provide this proposal for ABB's Products and Services. The total price for proposal DAW 070712-lA: Pricing Summary for PI Connection Equipment: • Scope of Supply for PPA connection to PI .............. USD 34,471.73 With computer (see details) • Travel and Preparation ......... ........................ ............ USD 7,094.00 • Off Site work ................................................. .......... USD 4,608.00 • On site Work ................................................ ............ USD 11.520.00 Total• USD 57.6 3� If this proposal meets with your approval, please submit your purchase order referencing proposal number DAW-070712-IA to: Joe Palmer Customer Service Manager ABB Inc. 2 Acee Drive. Natrona Height, PA, 15065 Fax: 724-295-6560 ABB Inc. 7 2 ACEE DRIVE NATRONAHEIGHTS, PA 15065, USA $ 0062 �s frtt rr�� 9 F k t�' Proposal # DAW-070712-1AARF �30116Date: 7/12/2007 Computer Components Dell Server Style Computer Dual Core Intel® Xeon® 5130, 4MB Cache, 2.00GHM 333MHz FSB, Windows Servers 2003 R2, Standard Edition,lncludes 5 CALs PowerEdge. Dual Core Intel® Xeon® 5130, 4MB Cache, 2.00GHz, 1333MHz FSB Operating System Windows Servers 2003 R2, Standard Edition, Includes 5 CALs Additional Processor Single Processor only Memory 2GB 533MHz (4x512MB), Single Ranked DIMMs TCPIIP Offload Engine Enablement Broadcom TCPIIP Offload Engine Not Enabled Riser Card Riser with 2 PCI-X Slots (3 Volts) and 1 PCIe Slot Primary Hard Drive 73GB, SAS, 3.5-inch, 10K RPM Hard Drive Primary Controller SAS 5/i Integrated, No RAID Floppy Drive 1.44MB Floppy Drive, Internal, Black Mouse No Mouse Option Network Adapter Intel® PRO 1000PT Dual Port Server Adapter, Gigabit NIC, Cu, PCIe x4 CD/DVD Drive 24X IDE CD-RWIDVD ROM Drive Bezel Rack Bezel Backplane 1x4 Backplane for 3.5-inch Hard Drives Documentation Electronic Documentation and OpenManage CD Kit Hard Drive Configuration Integrated SAS/SATA No RAID, SAS 5h Integrated Chassis Configuration Rack Chassis w/Sliding RapidNersa Rails and Cable Management Arm,Universal Hardware Support Services 3Yr BASIC SUPPORT: 5x10 HW=Only, 5x10 NBD Onsite Installation Support Power Supply Non -Redundant Power Supply TOTAL:$3,912.00 This is the minimum required hardware, due to changes in computer offerings the model cannot be ascertained at this time. Additional requirements are built into the price. ABB Inc. 8 2 ACEE DRIVE NATRONA HEIGHTS, FA 15065, USA lip M Proposal # DAW-070712-IA �� Date: 7/12/2007 Commercial Summary Terms and Conditions The Terms and Conditions of this proposal are based on the ABB General Terms and Conditions of Sale. No other terms and conditions shall apply. Delivery Delivery is approximately 8 weeks after receipt and acceptance of an order. ABB Service All services, in reference to this proposal, are provided per the ABB Standard Rate Sheet except as indicated below. • Services provided beyond the agreed to scope will be invoiced at $288.00 per hour for a Field Service Representative plus travel and living expenses. Payment Terms ABB's proposal is based on the following payment terms. • 100% upon acceptance of order. Taxes and Duties All other taxes and duty not explicitly expressed herein will be bill to the consignee. This include VAT or/and Service related Withholding tax. Proposal Validity This Proposal is subject to acceptance within sixty (60) days from the date of proposal. All prices, schedules, and technical descriptions are valid throughout this period. Confidentiality The information contained in this proposal is proprietary to ABB Inc. and may not be disclosed to any third party or company without the written consent of ABB Inc. — Natrona Heights, PA USA ABB Inc. 9 2 ACEE DRIVE NATRONAM, GIM, PA 15065, USA IN, AM i7s Proposal # DAW-070712-1A IM I II Date: 7/12/2007 ABB Inc. General Terms and Conditions of Sale 1. General. The tons and conditions contained herein, togeMerwkh any additional or different terms contained InABSs Proposal, If any, submitted to Purchaser (which Proposal shall control over any cortllcting terms), constihuta the entire agreement(the Agreament") between the parties with respect to the order and supersede all prior communications and agreements regarding the order. Acceptance by ABB of the order, or Purchasers icceptanos of APB's Proposal, is expressly limited to and conditioned upon Purchasers acceptance of these terms and conditions, payment for or acceptance of any performance by ABB being acceptance. These terms and conditions may not be changed or superseded by any different or additional terms and conditions proposed by Purchaser to which terms ABB hereby objects. Unless, the context otherwise requires, the term "Equipment' as used harem means ail of the erpiµx M parts, accessories sold, and all software and sotbvaredocumentallumhany, licensed to Purchaser by ASS fSoftware') underthe order. Unless the context otherwise requires, the term "Service' as used heroin means all labor, supervisory, technicaland engineering, Installation. repair, coreubV or other services provided by ABB under the order. As used herein, the term "Purchaser' shag malude the Initial and Liss of the Equipmentandfor services; provided, however, that Paragraph 13(s) shall apply exclushrelytothe Initial and user. 2. Prices. (a) Unless othenYl&e specified in writing, all Proposals expire thiry (30) daysfrom the date thhereof. (b) Unless enheirbe stated herein, Servkres prices are based on normal business hours (8 am to 6 pm. Monday uncWh Friday). Overtime and Saturday hours will be billed at one and arse -hag (t 1n)tlmea the hourly rate, and Sunday hours w91 be billed at two (2) times the hourly rats; holiday horns will be tilted at three M gmea @s hoaly nds. tie services late sheet Is attached hereto. the applicable Services rates ahall be those setfoM Inthe rate~ Rates apesutrJ eD charge without notice_ (c) The price doss not Include any faderal, state or local prepedy, license, pdvitega, sales, use, excise, gross recefpds, crotisr like taxes which may now or hereafterbeapplkable. Purchaser agrees to pay or reimburse arry such laceswhich ASS orb suIopflers are required to pay orcollect if Purchaser Is exempt from the payment of any tax or holds a direct payment permit, Purchaser &hall, upon order plaeemsnt, provide ABB a copy, acceptable to the relevant governmental autlrottles of any such eaNkele or permit (d) The price InckWes customs duties and other Importation or exportation teas, Mary, at the rates in effect on the dab of APB's Proposal. Any charge after that data In such dudes, fees, or rates, shall Increase the price by APB's additional cost 3. Payment (a) Unless spwftd tothe cortrary In YMM by ABB, payment terms are net caalk payable withoutoftset In United 54tas Dollars, 30 days from dab of trryoMa by Me barsferbtheaccorntdas(ryrated by ABB In the Proposal. (b) If In the judgnentof ABB the financial condition of Purchaser starry time priorto delivery does notjusM the firms of payment specified, ABB may require paymerd in advance, paymatsectr" satisfactory toABB, or may terminate the order, whereupon ASS Shall be entitled to receive reasonable cancellation charges. If cloth" Is delayed by Purchase, payment shall be due on the date ABB IS prepared to make delivery. Delays in dellvM or nonomformilles m any Irawlhnerds delivered shall rat relieve Purchaser of tts obligation to acceptand.pay fm remainng kntaltrnerrts. (c) Purchaser shall pay, In addMon b the overdue payment, a late charge equaltothe lower of i IM per month or any partthereof orthe hlgtnest applicable rate allowed bylaw on 40 such overdue amounts plus ABB§ attorneys' fees and court costs fnwned in comocson with collection. 0. Changes. (a) Any changes requested by Purchaser attedkg the ordered scope of work mustbe accepted by ABB and resulting adjustments to affected provisions, ircbdtrg price, sclhedude, and guraranbes muMuaNy agreed m vnBng ptiorto implemanmplion of the change. (b) ABB may, at itsexperse, make such changes In the Eguipmentor Sewlces as ttdeems necessary, in Its sole discredork to conform the Equ)pmentor Services to the extent applicable �M conformance dffFur naserobjects affected by Ua suchchanges,ASBaballbeWavedofits obligation toconkwmbtheapplicable specNkatiorstothe 6. Dellvery. (a) All Equipment mamdactured, assembled orwarehhoused In the continental United States is delivered F.O.B. point of shdpment Eq ulpmerd shipped from oulsWe the contmentat UOItsd States Ill delivered FOE. United States port of entry. Purchaser shag be responsible for any and all demurrage ordetardbn charges. (b) If thescheduied delivery of Equipment Is delayed by Purchaser or by Force Majaure, ABB may move the Equipmerdto storage forthe aeocuntof and atthe risk of Puaclhaserwhareuponn Itshall be deemed to be delivered. (e)SMppirggrid delivery dabs are exxft" upon Rrshasan's timely approvals and delivery by Purchaser of any documentation requited forABB's performance hereunder. - (d) Claims for shortages or otheremors Ira delivery must be made Inwtlting to ABB vftn ten days of delivery. Equipment may not be returned exwptwltih the prior written corsertof and subjectta turns specified by ABB. Claims for damage after delivery shag be made directly by Purchaser with tyre common sander 6. Title uS Rlsk of Lass. Fxceptwntn respect to Software (for whkh ttie Shag not pass use being licensed) title to Equipment shelf remain in ABB until fugy pail for. Notwithstanding any agreement with respectto delivery terms or payment of tarsporfation charges, risk of loss or damage stall pass to Purchaser upon delivery. 7. Inspealk"; Testing and Acceptance. (a) Any Inspection by Prrchnaseral Equlpmemon ABB's premises snag be scheduled In advance to be performed during normal warktrg hours. (b) ROreorderpmvkiestwf kxyameptancetnMIABBsNurso VPwchasetvAnenABBwkcorOidsschtesWgpdortosMpment tlntessPtsctwssrstates specft objections in wf&g within ten (10) days after completion olfactory acceptance testing, completion of the acceptance test constutes Purchasers factory acceptance of Ora Equipment and Its audhoriza0on for shipment (c) If the order provides for sla acceptance McWs testing will be performed by ASS personnel to vertiy that the Equipment has arrived at site complete, without phyalcaldamage, aw In good operating canditiom Completion Of site acceptance 6asttrg constitutes Mend finalacceptance of the Equipment ILUuoughratad of ABB, aceeptancetestkng lenotcompletecivdtirkh thirty (30) days atfararelval &the Equipmerdatthe ska, the aft acceptance todshag be deemed complabd and the Equipment shall be deemed accepted & Ytfuranrttes and Rein edie% (a)_EgutmmentandservkesWananty. ABBwarmntslbatB*dpment(e)ckdrgSoMare;whkhlsvmmntedasspedredinpongraph(d)bebw)shaabe degvered6ee of defects in matatlal andwadcmarshYpand that Sarvkesahag be tare ofdelacb inwr>rlmrenslrip.The UhmMy Remedy PerbdfatEqutpmert (excluding Software, Spare Pans and Refurbished or Repaired Parb) shall end twelve (12) months after loon or eighteen (18) manMhs afferda0e of shlpmetM, vNhNJnever firstoocurs. Thee Warmuty Remedy Period for new Spare parts shag end Mretve (12) nWMhs afterdate of shipment The Waoardy Remedy Period for refurbished or repaired pads shall end ninety (90) days aft date ofshipmerd The Warranty Remedy PedodforServicesshalt end ninety (9g) days after the date of completion of Senfoes. (b) Eaulomen t and SeMees Remedy. If a nonconformity to e foregomgwananty is discovered in the Equaprnentor Services during to applicable Wananty Remaly Period, as speei lad above, under normal and proper use and provided the Equipment has been properly stored, kofthad, operated and malutsined and wngten notice of such mrneadomdly Is provided to ABB promptly alter such discovery and within the applicable Warraunty Remedy Period, ASS shall, at its option, G&W 0) repair or MPI& a the rrorcorMbmning pMion of the Equiptnerkor re•perfarm the nomonforming Services or refund the portion of the price applicable to the nonoerrormkhg portion of Equipment or Services. If any portion of the Equipnertor Services so sepaired, replaced or repertohned falls to conform to the foregoing benaft ndlprafteofsuchnonoortor ilyIsprovidedtoASSpromptlylaafterdiseoveryandarwithinthewhorlBualWarrantyRem edyPeriod suchnonowfumME nnttor rtorm,thednoncaMomYnpgSwvkxm eodg4WV shag noto0tanvbkkbeAwdfedrepatrorrapiece ABB Inc. 10 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA A Proposal # DAW-070712-1A °� Date: 7/12/2007 (c) Exceptions_ ABB shall not be responsible for providing working access to the nonconforming Equipment, including disassembly and re -assembly of non.-ABB supplied equipment, or for providing transportation to or from any repairfacillyr, all of which shall be at Purchasers flak and expense. ABB shall have no obligation hereunder with respect to any Equipmentwhlcb () has been Improperly repaired or altered; (h) has been subjected to misuse, negligence or accident (III) has been used In a manner cordrary to ABBb Instructions; (iv) Is comprised of materials provided by or a design specified by Purchaser; or(v) has rafted as a resultof ordlnary west and tear. Equipment supplied by ASS but manufactured by others Is warranted only to the extentof the manufacturey'swarranty, and only the remedies, Harry, provided by the manufacbserwill be allowed, , ) Sofhvare Warranly and Remetlles ABBwarmudsthat exeaptas specified below, the Solhrare wA when properly Installed, execute in accordance with AB&s published apecllMIlon.tanoncorl miry to theforegoingwanardyIsdisarvereddurrhngtheperiodendingone(1)yearaterthedateofshipmentandwritten notice of such nonowdormfly Is prawkied to ABB promptly aftersuch discovery snJ within thatimlod,InckMhrgaclawdptlonorthenonconfortngyandcomplete Information obwAthe mammal its discovery, ABB shag corredthe nonconformtly by, atria option, eMw () modlfybg or making avallabte to the Purchaser h ftdJw s for mod'iyingtt*Sd erarp-or(1) mapng avagabie atABBstacggy nacemrywnectedor mplacemant progmnis. ABB ehall have no obligatian with rasped to any nonoontomntties resulting from () unauthorized modification of the Software or (g) Purchaser -supplied software or Interfacing. ABB does not warrant that the functions cwrnsihed In the software will operats In combinations which may be selected for use by the Purchaser, or rhatthe software products are free from emre In the mature Of What Is commonly categonaed by the computer industry as •bugs'. (e) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WHETHER WRITiEN, ORAL OR IMPLIED, AND ALL QTHER WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USAGE OF TRADE ARE HEREBY DISCLAIMED. THE REMEDIES STATED HEREIN CONSTITUTE PURCHASER'S EXCLUSIVE REMEDIESAND AB&S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. 9. Paleatindemrtlq. (a)ABB shalldefend at Its own expaimte any action bmugtdopkOPurMasat R%OingMd#* EqutpmerdorOo useatthe EquipmerRb practice any process by which such Equ omentts specified by ABB (a "Process) directly knfri ges any claim are patent M the United States M America and b pay alldamages and costs finally awarded in anysuch action, provided that Purchaser lose given ABB promptvrfltem notice of such action, all necessary assistance In tha defense thereof and the dghtto oortrolaY aepectsMthe defense thereof including the rightto settle or ofi erwiseterndrate such action In Wag or purchaser. (b) ABB dmk tave no obligation hereurderaW Oft provision shallratapplyta () any eiheregWpment or processes, inckidi g Equydmema Processes, which have been modified or combbhedwith otherequlpmeM or process not supplied by ABB; (i) any Equipmentor Proome suppgedaaordfngto a design, other than an ABB design, required by Purchaser (M) any products manufactured by the Equipment or Process; (ty) any patent Issued afterthe date hereat, or (v) any action settled orathenvisetenniatedwgfwidthepriorwrittenconsentofABB. - (c) It, in any such action, the Egplpnurd is held to consu3me an irdiigamerd, orthe practice at any process usingthe Equipment Is finally enjoined, ABB shall, at Its option and Its awn expense, pmcurefor Purchaserthe dghtto continue ustng said Equipment or modify or replace ftwth nondMdgghhg equhxnentor, with Purchasers assistance, modify the Prooessso thi tit becomes or remove land rahmdthe porbmof the prim allocablato the frtdriging Equipment THE FOREGOING PARAGRAPHS STATETHE ENTIRE LIABILITY OF ABB AND EQUIPMENT MANUFACTURER FOR ANY PATENT INFRINGEMENT. (c) To the extant that saki Equipment or any part thereof is modtled by Purchaser, of combined by Purchaser with equipment orproceeees nptfumished hemunder(exoepttmthe extemttatAB8Igo contributory infringer) or said Equ ipmontor any part t emarls used by Purchaserto perform a process ratfutnished thereunder by ASS onto produce an arhde, and by reason of said modification, combination, performance or production, an action is bronglt agai stABB, Purchaser shay defend and bdemntyABB In the same mantel and tote same exbnt thetABBwohdd be obligated to Indemnify Pumfarmurdarthis'Paterd ldomnity" proviebn 10, umhation of I gtrllity. (a) In noeventsheg ABB, its suppliersorsunoonbadors be table for special hdieA incidental oreosequu" damasps, whether in conhack warranty, tort, g ,strict warthorwdse,hrcksti bttno'tgmtedto. lonOf obotFavenue,lossofuseoftheEqulpmerdoramyassociatedequipment; castor eq pm urt facigtes or services, downtime costs, delays, and claims of customers of the Purchaser or other third padles for any damages. ABU$ liability for any claim whather in contract, warmnly, tort, negligence, strict Ifs 94, or otherwise fora" loss or damage wlsN out of, connected With, or resudikg from this Agreement or the pedormarce or breach thareof, or from the design, manufacture, sale, delivery, resale, repair replacement installation, technical direction of Installation, irspeow. operation or use at any equipmentaovered by or funishad under thisAgmenent or rmm any senrbas rendered In connection thelewth, shag in no case (exceptae provided In the section entillsd "Patentlndem WJ exceed onohall' (1r4 of the pucbase price allocable to the Equlpmentor part thereof or Services which gives rise to the claim. (b) AN Causes of action agaInstABB adding out or or role" to this Agreernent arthe performanceorbreachhereofshagexpireunlessbroughtvd tnoneyearof the tuna of accrual thereof. (c) In no eveK regardless of cause. shal ASS be gable br parral(lesor penalty clausesof any descroon orfor lindismyrifficaftri of Purchaser or others for costg, or expanses arisig ott of or relkied bfhe Equomertsnduser !Den 11. Laws and Regulations. ABB does not assume any responsibility for compliance with fedemt state or local laws and regulations, except as expressy set forth herein, and compliance with any laws and regulations r eft In dw operation or use of the Equipment or Software is the sole responsibility of ilia Purchaser. AN laws and reghralbns referenced herein shall betase in effect as of the Proposal date. In the evert of any subsequent revisions or changestheretq ABB assures no responsibility forcompfiarce liherevvW h Purchaser desi esa modifkabm east n"of arty such cchange or rsvisiory ftsball be treated asa change perArtkce4. MOM* contained herebaball be construed as knIoDsingiresporalbillyorliablity, uponABB brobtalining any parrots, licamosorapproyalefirom any agency required In con eclion with the supply, erection or operation of the Equipment ThlsAgreement shag be govenwd by the taws of the Slate of New York, but exduxtrg the provisions of the United Nation Convention on Conbacb forthe Inbnatoral Sale of Goons and exckudkg New York lawn tr nspedto conflicts of law. PurcaseragreesthatatcausesofaqtionagakstABBtadertdsAgreementshallbebhoightbteStateCourtsoftheStabofNewYon,brtheU.S. DJs§IctCotrtforthaSouthern OUtrictorNow Yorktany pmvisfonlereof party orcompletely shaYbetold krvalidorirenforceabb,such Invalidly, o u erfiarceabity stag not a felony other provision or portion hemorand tuese iemsshag be construed as t such imralki oruentorceabla provision or portion thereof had never existed. - 12 OSHAABBwanants, Mat the EquIpmentwillcomply with the rele-vantstandards, alto O=Vaftml Booty aM Heath Actor 1970 (*OSFK,) wW the regulations promulgated thereudwas of the date of the Proposal. Upon pamptwddm notice from the Puxcaserof a breach dtlb warranty, ABB wA replace teaNededpadornwdfytsotatkcordorm OmchstardaMonogWalbn. ABB'sobGgationMAbeTmiladtosufchreplsoematormodfipatan. inmeveha shall ABB be responsible for YaWty arising out of the violation Many OSHA standards relating 10 or caused by Purchaser's design, locatiM operation, or maintenance tithear*neK its use in association wtth o#w equipmentof Purchaser, orthe alteration ot#m l5quipmentiry any party otharthan ASS, I& sof wars ucerrea MASS owns at rights In or beethe rigfrt In sublicense at of the Software, kany, In be delivered to Purohser u ndertdaAgmamerR As partof the sale made hereunder Purchaser hereby obtains a lknW license to use the Software, subject b the following. () The Sotbvare may be used only In conjunction with equipment specified by ABS; (a) The Software ahall be kept strictly confidential; (a) The software shag not W copied, room engineered, or modified; (IV)The Purchasers right to use the SofhvarsshagtennInateIrmaeftlely, When the specified equipment Is no longer used by the Purcfiase? or when otherwise tenrydruiled, e.g. forbreach, hereunder, and (v) the rights Jo use the Sari vans are noo-e "*m and non�ftrhsfwabe, exceptwrth AWs pdorwstten consent. (b) Nothing In this Agreement awl be dawned to conreyb Purchaser any titetoor ownership in the Solbvate orthe ideflxdrah property contal edthereku In whole or in pad, nor to designate t o Software a Nowk made for Hre" under the Copyright Act, nor to corder upon any person who Is not named party to this Agreementaryr(ghtorremedy undworbymason oftisAgmement IntmavMtOftermibmofttfaLkense,Purdgmr#atimrnedlatel cemLmfrgthe Soltwareard, Wftut ratainigany topic; ratesor excuprls thereof, return to ABB to SCMrare and all copies thereat and stet remove all machine readable Software From at of Purchasers skrage media. 14, inventions and Information. Unlace otherwise agreed in writing by ABB and Purchaser, all rght We and hrlerest in any Inventions, developments, ImprovementsormodificatiosoforforEquipmerdandSawkesshatremainwthASS. AnydedmmamgactiakgdrawkrgsorodwhiwnWbnsuhmibdtota Purchaser remains the exclusivepropwWofABB_ Purcasershall nokwltputABBbpdorwdtlenconsent copy ortisdosea"inlorrmtiontoarikdparty. ABB Inc. 11 2 ACEE DRIVE NATRONAHEIGHTS, PA 15065, USA z� MN �x� j MEN,.- � ME ME -� �s. Proposal # DAW-070712-IA F Date: 7/12/2007 Such Information shall be used solely for the operation or maintenance of the Equipment and not for any other purpose, Including the duplication thereof In whole or In part 15. Force Ma)eure. ABB shall neither be liable for loss, damage, datentton or delay nor be deemed to be in default forfagure to perform when prevented from doing so by causes beyond ft8 reasonable control Including but rat limited to acts of war (declined or urxfeclared), Acts of God, fire, strike, labor difficulties, ads or omissions of any govemtrintal au Uw ft or of Purchaser, compliance with government regulations, Insurrection or riot, embargo, delays or shortages In transport ion orIrmblgtybobtain necessary labor, materials, or manufacturing facilities from usual souirces or from defects or delays In the performance of its suppliers orsubcorhaehots due to any of the foregoing enumerated causes. In the eventef delay due to any such cause, the dale of delivery will be extended by period "to the delay plus a reasonable time to resume production, and the price will be adjustecito compensate ABBfor such delay. I& Cancellallom My order maybe cancelfed by Purchaser only upon priorwritten notice and payment oftermination charges, IncludIng but not limbel to, all costs Identified to the order Incurred prior to the effective dab of nobcce of termination and all expenses Incurred by ABB attributable to the termination, plus a fixed sum of ten (10) percent of the final total price m compensate for disruption in scheduling, planned production and other Indirect costs. 17. Termination. No termination by Purchaser for default shall be effective unless, within fifteen (15) days offer receipt by ABB of Purchaser's written notice specifying such default, ABB shall have failed to initiate and pursue wgh due diligence correction of such speci0ed defandt 113. export COWOL (a) Purchaser represents and wararristhat the Equipment and Services provided hereunder ant the -(Urgd prodrrcC Ifiereot are Intended for civil use only and will not be used, directly, or tnxsreetiy, forthe production of chemical or biological weapons orof pnxulsorchemkals for such weapons, orfor any direct or indirect nuclearend use. Ptcchmer agrees sotto disclose, use, export or re-export directly or indirectly, any Information provided by ABB orft direct product thereof as defined In the ExportCor" Regulations of the United States Departmentof Commerce, except in compliance with such Regulations. (b) It appllcable, ABB atsllfile for a US. export license, but only after approprlate doeumentatdonfor the license application has been provided by Purchaser. Purchaser shag famish such documentation within a reasonable tine after order acceptance. Any delay In obtaWng such license shall suspend performance or this Agreement by ABB. It an export license Is not granted or, H once granted. is thereafter revoked or modified by the appropriate authorities, this Agreement may be canceled by ABB wittrmd liabilty fordamagea of any kind resulting from such cancellation. AtAB6's request Purchaser shall provide to ABB a Left of Assurance and End -User Statement Ina form reasouabiy satisfactoryto ABB. 19. Assignment. Any assignment of this Agreement or of any fthts or obligations under the Agreementwilhout prior written consent cfAB8 shall bevold X Nuclear Insurance —Indemnity. For applications in nuclear projects, the PurchaserarxYor Is end user customer shag have complete insurance protection against 116WIly and property damage restWng from a nuclear Incklentto and shelf indemnify ABB, Its, subcontractors, suppliers and vendors against an claims resultug from a nuclear Incident 21. Resale. It Purchaser resells any of the Equipment the sale terms shag HmRABWs Itablltty to the buyer to the same extent thalAWs liability, to Purchaser is limited hereunder. 22. Entire Agreement This Agreementconstfhubs she entire agreement behveenABBand Purchaser. Them are no agreements, urcbrshandhgs, restrictions, warranties, or representations between ABB and Purchaser oftwftn those set lath herein or herein provided. CITY OF VERNON BY:O �LEONI�SC.MAL URG A Mayor TEST: MAN UELA GIRON, Cit Clerk VP S TO FORM: J A. ISON, City me ABB I By: j"44 Name: 2 Title: By - Name. � iQ oc:fll.L t s Title: vP4C4- f ABB Inc. 12 2 ACRE DRIVE NATRONA HEIGHTS, PA 15065, USA Mom` ME �x�p Proposal # DAW-070712-IA URP Date: 7/12/2007 ABB Standard Service Rate Sheet — 2007 Primary Work Hours The following labor rates are applicable during Primary Working Hours (PWH) defined as an 8-hour period beginning between 7:00 A.M. and 10: 00 A.M. Monday through Friday, excluding national and ABB recognized holidays. The primary work hours include a one half-hour non -paid lunch period and two 15-minute breaks during the day. Base Service Labor Rates Technology Service Tvae Houri-Rate Drives and Motors Field Services $200 Open Control systems Field Services $190 (OCS) Process Application Engineering Services $288 Paper Quality Control Field Services $190 Systems & Web Imaging Sensor Specialist Services $230 Systems (QCS &WIS) Systems Engineering Services $230 Process Application Engineering Services $288 Turbine Control Systems Field Services $230 Field Services (Process Application $288 Engineering Service) ADVANT/Procontrol Flame Scanners Field Services $230 All Project Management Services $230 Process Control Tuning Services $230 Regional Technical Advisor, Network & $288 Security Services Process Optimization Services $288 Overtime Hours For billing purposes ABB Inc. defines overtime as those hours worked outside the Primary Working Hourss or in excess of eight (8) hours in one day. The standard charges for overtime are defined as follows: • All work performed outside the PWH or over 8 hours in one day is charged at one and one half times the labor rate (Base Service Labor Rate X 1.5). • All work performed on Saturday is charged at one and one half times the labor rate (Base Service Labor Rate X 1.5). • All work performed on Sunday is charged at two times the labor rate (Base Service Labor Rate X 2). • All work performed on national or an ABB holiday is charged at three times the labor rate (Base Service Labor Rate X 3). Telephone Support..............................................................................$400.00 per hour ABB Inc. 13 2 ACEE DRIVE NATRONA HEIGHTS, PA 15065, USA 111 4MOMR Proposal # DAW-070712-1A wn � O, � P Date: 7/12/2007 • A minimum of one (1) hour is charged per request. * Additional charges are in one -hour increments beyond the first one (1) hour period. Travel Costs • Travel expenses are charged at 72 cents I mile or actual public transportation costs plus 10%. • Living expenses are charged at actual costs incurred plus 10%. Conditions of Service • Chargeable time includes time spent at the client's facility, round trip travel, time spent off -site preparing written reports, and the time for all other activities required on the client's behalf. • A minimum of four (4) hours is charged for any service call to a client's facility. • ABB Inc. General Terms and Conditions of Bales apply. • All orders are subject to credit approval by ABB. • The standard delivery lead-time for parts and materials is eight weeks from acceptance of order. • All information contained herein is proprietary data of ABB Inc. and that no disclosure, reproduction or use by third parties may be made without written permission of ABB. • Customer approves the use of their company names in ABB newsletters, press releases, proposals, experience lists, and resumes (for proposal purposes) of our employees. ABB Inc. 14 2 ACEE DRIVE NATRONAMGHTS,PA 15065, USA PI installation Cost break -down for ABB data collecting server (ABB Quote DAW-070712-1A) 1. Hardware and software for the ABB data collecting server ABB 800xA Base System with OPC-Client Connection ...... USD 30,659.73 • 800xA system Software • 4000 Tags • ABB speck hardware (RTA board, MB300 communication module, connection cable to M8300 bus) • Documentation Dell Server .................................................................. . USD 3,912.00 Total hardware and software .USD 34,471.73 2. Of site work Loading and testing of Computer (2 days) .......................... USD 4,608.00 3. On site work Site specific installation (5 days) ......................................... USD 11,520.00 • Install hardware • Connect ABB server to MB300 bus • Provide OPC connection to PI system 4. Travel and living cost Travel and living cost.......................................................... USD 7,094.00 1