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Resolution No. 9512
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 RESOLUTION NO. 9512 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN EQUIPMENT PURCHASE AND SOFTWARE LICENSE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND SURVALENT TECHNOLOGY FOR THE SCADA SYSTEM FOR THE LIGHT AND POWER DEPARTMENT WHEREAS, the City of Vernon ("City") desires to upgrade City's Supervisory Control and Data Acquisition ("SCADA") system by replacing servers and the communication cabinet using new switches and routers together with the necessary hardware, software, licensing, conversion, testing, training, and other accessories necessary (collectively, the "Equipment") to enable the Light and Power Department to upgrade the existing outdated SCADA system with a new system; and WHEREAS, Survalent Technology ("Survalent") has been the City's supplier for SCADA equipment and for maintenance of the system since 2000 and the City's current SCADA system was manufactured by Survalent; and WHEREAS, the Director of Light and Power has recommended that the Equipment and services be provided by Survalent; and WHEREAS, the City Council of the City 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 an agreement with Survalent. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City hereby finds and 1 determines that the recitals contained hereinabove are true and 2 correct. 3 SECTION 2: The City Council of the City hereby approves the 4 Equipment Purchase and Software License Agreement with Survalent, in 5 substantially the same form as the copy which is attached hereto as 6 Exhibit A and incorporated by reference. 7 SECTION 3: The City Council of the City hereby authorizes 8 the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf 9 of, the City and the City Clerk is hereby authorized to attest 10 thereto. 11 SECTION 4: The City Council of the City hereby authorizes 12 the City Administrator, or his designee, to make whatever non- 13 substantive, administrative and/or text changes, upon advice of 14 counsel, to the Agreement. 15 SECTION 5: The City Council of the City hereby authorizes 16 the City Administrator, or his designee, to execute any and all 17 documents as shall be required consistent with the terms of the 18 Agreement. 19 SECTION 6: The City Council of the City hereby directs the 20 City Clerk, or her designee, to send one executed Agreement to: 21 Survalent Technology Attn. Weijun Ren 22 2600 Argentia Road 23 Mississauga, ON, Canada L5N 5V4 24 25 26 27 28 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 7: The 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 7th day of January, 2008. ATTEST: MA&ALA GIRO , C* y Clerk Name: Leonis C. Malburg Title: Mayor / "laye - - 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. 9512, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, January 7, 2008, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of (Vernon. (SEAL) MANUELA GIRO , City Clerk - 4 - EXHIBIT A EQUIPMENT PURCHASE AND SOFTWARE LICENSE 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 7th day of January, 2008, 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 SURVALENT TECHNOLOGY, hereinafter referred as "Contractor," 2600 Argentia Road' Mississauga, ON, Canada L5N 5V4 RECITALS WHEREAS, the City desires to upgrade the City's Supervisory Control and Data Acquisition ("SCADA") system by replacing servers and the communication cabinet using new switches and routers together with the necessary hardware, software, licensing, conversion, testing, training, and other accessories necessary (hereinafter collectively referred to as the "Equipment") to enable the Light & Power Department to upgrade the existing outdated SCADA system with a new system; and WHEREAS, the City's current SCADA system was manufactured by Contractor; and WHEREAS, Contractor, through Hometown Connections International, LLC ("Hometown"), a distributor for Contractor, submitted Quotation No. Q07-10-8523 Rev2 dated December.12, 2007 for the purchase of the Equipment and services (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment and services to be performed by Contractor and the attendant costs; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment and services described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and Page 1 of 22 WHEREAS, the City desires to enter into an agreement with Contractor to provide for the purchase and delivery of Equipment, material and labor to convert and test the Equipment and provide training on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell, deliver, convert and test the Equipment, including all material and training, and the City agrees to purchase the Equipment and services as identified in Exhibit A, including Hometown's Terms and Conditions of Sale for SCADA hardware and software provided by Contractor. 1.02. Delivery. Contractor shall obtain and sell, deliver, convert and test the Equipment and provide training services at the City of Vernon, F.O.B. Job Site. Contractor is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the scope of work completed pursuant to the Proposal or until terminated as provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Survalent Technology and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. Page 2 of 22 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 5.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Hometown" shall mean Hometown Connections International, LLC, a distributor for Contractor, located at 1153 Bergen Parkway #M Evergreen, CO 80439-9501. "License" shall mean the personal, non-exclusive, non -transferable license (the "License") that Survalent grants to the City to use the Licensed Software in accordance with the terms of this Agreement. Survalent shall retain all title, copyright, trademark, trade secret and other proprietary rights in the Licensed Software and all modifications, enhancements and other works derivative of the Licensed Software. The License is not a sale of any or all of the rights of the Licensor. The City does not acquire any ownership rights in the Licensed Software or other rights, express or implied, except as specified in this Agreement. The City shall pay the Fee to Survalent prior to delivery of the Licensed Software. See Exhibit C attached hereto and incorporated by this reference for further definitions pertaining to Licenses. H. "License Fee" shall mean the fee paid by the City for the right to use the Licensed Software that is granted under this Agreement. I. "Licensed Software" shall mean the software identified in Exhibit A. J. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and Page 3 of 22 representatives. K. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. L. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was.already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. M. "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. N. "Support" or "Maintenance" shall mean the existing SCADA maintenance services presently provided by Survalent under a separate contract with the City. The Software applications identified in Exhibit A are being added on to the existing maintenance contract. O. "Use of Licensed Software" shall mean that the City shall not use the Licensed Software other than in accordance with the terms of this Page 4 of 22 Agreement. Without limiting the generality of the foregoing, the City shall not use the Licensed Software on any computer system not unauthorized hereunder or pursuant hereto, or in violation of any law, ordinance, order, regulation or government or contractual requirement applicable to it or its properties. The City shall not use any part of the Licensed Software to develop or derive any other data product or data service for distribution or commercial sale. P. "Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, installing and testing the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 4.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 4.03. City may at any time, by written change order executed by the City, make changes, in the scope of Work, to extend the Work duration and/or total compensation of Contractor's Work. 4.04. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end when Contractor has completed the work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than eight (8) weeks from the issuance of Page 5 of 22 City's Purchase Order. Completion of the services to be performed by Contractor is expected to be no later than sixty (60) days after delivery. 4.06. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 4.07. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.08. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services Page 6 of 22 performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.12. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 5. COMPENSATION 5.01. In consideration for the Equipment and Services to be performed by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed' One Hundred Fifty -Three Thousand Eight Hundred Five Dollars and No Cents ($153,805.00), which includes applicable parts, labor, delivery, installation, and testing (the "Contract Price") plus tax and freight. The actual amount will,be based on the amount required to furnish the Equipment and perform the services, billed in accordance with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and Services and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required'. The Contract Price includes without limitation compensation for applicable customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price does not include any federal, state or local property, privilege, use, excise, grow receipts, or other like taxes which may now or hereafter be applicable. 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 5.03. For Equipment and Services rendered under this Agreement, City agrees to pay Contractor one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment. City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Purchase orders shall be made out to Hometown and faxed to Weijun Ren at (905) 826-7144 for processing. Page 7 of 22 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 5.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 5.06. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.03 and 4.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 6.02. 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 6.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth Page 8 of 22 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. 6.04. 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. 6.05. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Umbrella or 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 liability 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. -Page 9 of 22 6.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 6.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 6.09. To the fullest extent permitted by law; Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in .this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.10 Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges; parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. Page 10 of 22 6.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.12. Contractor declares and states that it has complied with and will continue to comply with all federal, state, local air pollution control laws and regulations applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California Code of Regulations and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 6.15. 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 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Page 11 of 22 Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to'furnish such facilities or assistance. Records, Inspection and Audit 6.17. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 6.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. . Standard of Care 6.19. Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal., and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 6.20. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of Page 12 of 22 such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense} compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 6.21. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.22. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 6.23. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Page 13 of 22 Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.24. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 6.27. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.28. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.29. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 6.27 and 6.28 of the Agreement. Page 14 of 22 Progress Reports 6.30. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 6.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. Warranties 6.32. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. 6.33. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims, security interests or' encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.34. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from Contractor, and obtaining another vendor to provide the Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. Page 15 of 22 6.35. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the following: warranty remedy period for Equipment (including Software) shall end twelve (12) months after installation or eighteen (18) months after date of shipment, whichever first occurs, except the Dell servers are covered by a three (3) year next business day on -site service from Dell. 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 parts shall end ninety (90) days after date of shipment. The warranty remedy period for services shall end ninety (90) days after the date of completion of services. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties. 6.36. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Page 16 of 22 6.37 Contractor warrants that, except as specified herein, the software will, when properly installed, execute in accordance with Contractor's published specification. If a nonconformity to the foregoing warranty is discovered during the period ending one (1) year after the date of shipment and written notice of such nonconformity is provided to Contractor promptly after such discovery and within that period, including a description of the nonconformity and complete information about the manner of its discovery, Contractor shall correct the nonconformity by, at its option, either (i) modifying or making available to the City instructions for modifying the software; or (ii) making available at Contractor's facility necessary corrected or replacement programs. Contractor shall have no obligation with respect to any nonconformities resulting from (i) unauthorized modification of the software or (ii) City -supplied software or interfacing. Contractor does not warrant that the functions contained in the software will operate in combinations which may be selected for use by the City, or that the software products are free from errors in the nature of what is commonly categorized by the computer industry as "bugs." 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 CITY'S EXCLUSIVE REMEDIES AND CONTRACTOR'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. SECTION 7. TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives a final comprehensive report summarizing the Services, analysis of tests and results, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the Page 17 of 22 termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses").. Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute; a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. Page 18 of 22 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. 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. Contractor — Survalent Technology City - City of Vernon Attn: Weijun Ren Attn: City Administrator 2600 Argentia Road 4305 Santa Fe Avenue Mississauga, ON, Canada L5N 5V4 Vernon, CA 90058 Fax: 905-826-7144 Fax: 323-826-1438 Telephone: 905-826-5000 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contain_ s all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. Page 19 of 22 8.03. 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 8.04. 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 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. Page 20 of 22 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 8.06. 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. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 8.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no Page 21 of 22 way define, Limit or describe the scope or intent of the Agreement or any part thereof. 8.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: City of Vernon Name: Title: Date: ATTEST: Manuela Giron, City Clerk APPROVED AS TO FORM: Jeff A. Harrison, City Attorney Contractor: Survalent Technology Name: Title: Date: Name: Title: Date: Page 22 of 22 EXHIBIT A Hometown Connections DELIVERING VALUE TO PUBLIC POWER", 1153 Bergen Parkway #M Evergreen, CO 80439-9501 phone: (303) 940-7331, fax: (303) 940-7555 www.hoinetowncotinections.com 11 rrval'ent nal0gy 2600 Argentia Road, Mississauga, Out., L5N 5V4, Canada Phone: (905) 826-5000 Fax: (905) 826-7144 www.survalent.com TO: CITY OF VERNON DATE: December 12, 2007 ATTENTION: VIET NGUYEN QUOTATION: Q0740-8523 Rev2 REFERENCE: Email Request 1= 2 DESCRIPTION UNIT PRICE US $ LIST US $ From June 9, 2007 to June 8, 2008, any VMS user is eligible ($ 5'000) for the following discounts: 1.) $2,500 per VMS server (no workstations) from their existing system.. User must purchase the replacement server from STC and return/send the old VMS servers (Alpha's only) to STC at the user's expense. Discounted Price 3 Dell.PowerEdge 840 Servers, Tower style, equipped with: Dual Core Intel Pentium D925 @ 3.0 GHz 4MB Cache 800MHz FSB 2GB RAM 160 GB hard drive Internal 56k Modern 48X CD-RW and DVD-ROM Dual Ethernet ports 19" LCD panel Windows 2K3 Server operating system 3 year 5x10 HWNBD on -site warranty Note: The above Windows Servers will be functioning as SCADA Hosts and WebServer, the other existing equipment will retain for re use in the new system; Base SCADA Software for Dual Master: Base SCADA software includes: no limits for status points, control points, analog points, or communication lines. Base SCADA software includes WorldView graphical user interface and SCADA Explorer database editing software. Including 2 Worldview Control licenses. $ 89,800 Page 1 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST - US $ US $ 3 WorldView: The existing WorldView is a full featured graphical user interface (GUI) Worldview that includes: Licenses will be • continuous panning and zooming transferred to • user -extendable library of ready -to -use symbols, Windows colors and text styles system at no • coordinate space of up to 1 billion by 1 billion world additional units costs; • layer control and declutter • import DXF and DWG maps • full graphics drawing tools > • display of dynamic data fields + "stick -on" notes • alarm summary displays 0 operator summary displays • tabular data displays • map editor • support of multiple dialog boxes • graphing toolset for ad hoc, historical, and trend comparison graphs. 4 SCADA Explorer: Included SCADA Explorer database editing software includes: editing tools for all database points, access control, control zones, system parameters, and setup of advanced applications. Also includes station clone and point modeling features. APPLICATIONS: 5 Command Sequencing: Included Command Sequencing is an easy -to -use high-level programming language which is specifically designed to be used with SURVALENT systems. It allows you to define and execute programs which use database points as variables. Command Sequence. programs can be used for calculations, open -loop control or switching sequences and for closed -loop control 6 Master/Slave Alarm Suppression: Included Master/Slave Alarms Suppression allows a defined hierarchy of primary/secondary (master/slave) alarm point relationships. These relationships may be used for either alarm suppression or U u acknowledgement, or both. 7 SCADA Add -in: Included A Microsoft Excel and Microsoft Access option allows the user to export current and historical data from the SCADA system into Excel. All point data fields (not just values) are available to export. The menu commands are available from the standard menu bar within MS Excel or MS Access. SCADA Add -in is compatible with: MS Windows 98, 2000, and XP; MS Office 98, 2000, and XP. (The Access and Excel programs are not included with this package.) Page 2 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US $ US $ 8 System Configuration Status (SCS) Included A topology processor that calculates the energized/de- energized status of electric, gas and water line sections, and displays them on world maps. The calculation is based on the topology of the distribution system and the current status of breakers and valves. For an electrical line section, the system supports 3-phase distribution, and computes the status of each phase independently, such that line sections that are downstream of non -ganged switching devices may contain a mix of energized and de -energized phases. The user can specify colors for "partially energized" or "partially looped" etc. SCS includes a feeder trace function that allows the user to select a trace color and have the extent of a feeder highlighted in the selected trace color. Multiple simultaneous traces in different colors are supported. 9 Operations and Outages Accounting: Included The Operations and Outage Accounting function is based on the Event Data Recording facility. The event data recording facility records all status changes and control operations in an event data file capable of storing events for up to 30 days. Every night at midnight, an accounting program scans the previous day's event data to generate that day's accounting information. Special-purpose report programs produce operations and outage reports. An equipment editor allows you to define the devices for which you want operation and/or outage accounting. Requires Event Data Recording. 10 Switch Order Preparation: Included A switch order is a sequence of steps involving both switching operations and tags that produce conditions for which a guarantee may be issued. Each switch order can contain up to 200 steps. Guarantees are database forms that allow you to define, issue and surrender condition guarantees complete with tags. (Guarantees are also commonly known as clearances.) Each guarantee can have up to 50 tags associated with it. 11 NDA APJ1PI Interface: Included Network Database Access (NDA) is a client(server protocol that was developed by Survalent. The NDA API (application programming interface) is a library of functions that allows PC application programs to access the SCADA system using the NDA protocol. This API is provided in the form of a DLL (dynamically linked library) that is installed on the PC. The . underlying network protocol used is TCP/IP. This program also contains the required interface to OSI's PI historian. One software module is loaded onto the Survalent server, and another module is loaded onto the PC that is running the OSI software. This allows database points (typically historical data and run-time data) to be exported to the PI database. Page 3 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US $ US $ 12 WebSurv: Included A powerful application to serve real-time SCADA information to users via web browser and without the need for custom installation or maintenance. Allows the user to call up and view any graphical WorldView display, substation on- line, or tabular display. Refresh of dynamic data, alarms, and graphics can be user defined and achieved on a periodic basis every few seconds. Access to reports, graphs, and point setting information is provided in a SCADA Explorer type interface. WebSury uses Special Vector Graphics (SVG) to generate the dynamic rendition WorldView graphics in the users' web browser, and supports panning, Zooming, dynamic line coloring and other dynamic features of the WorldView interface. Includes: We, Administrator, WEB Applications, Scada Replicator, SQL Server, Windows Server 2003, Dell Powered a 840 included in Item 1 13 External Clock Interface (GPS): included External Clock Interface synchronizes the computer time to that of the external (GPS) clock every minute. An alarm is raised if the SCADA system cannot read the clock. Note: License only; 14 Event Data Recording: Included Event Data Recording records all status changes, operator controls and Sequence of Events (SOE) data. Non-SOE events are time -stamped to the nearest second. SOE events are stamped to the nearest 1 millisecond (subject to the ca abilities of the R SCAN TASKS: 15 MODBUS RTU Scan Task: Included The MODBUS RTU scan task is designed to communicate with one or more devices that use the MODBUS RTU protocol over serial asynchronous or TCP/IP communication lines. 16 DNP 3.0 Scan Task: Included The DNP 3.0 scan task is designed to communicate with one or more devices that use the DNP 3.0 protocol over serial asynchronous or TCP/1P communication lines. The scan task conforms to Level 2 of the DNP 3.0 Application Layer protocol as specified in the Subset Definitions published by the DNP 3.0 User's Group. 17 Virtual RTU included Virtual RTU application allows for quick and easy setup of a virtual device that can be polled by another master station via DNP3 and MODBUS protocols. Points are easily added to the Virtual RTU with the Drag-n-Drop Point Browser. Complete Datasets can be created and assigned to multiple Virtual RTUs. This means that the same data can easily be sent to more than one client system without having to maintain Page 4 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US $ US $ duplicate dataset definitions for each Virtual RTU. TRAINING AND SERVICES: 18 One week factory training Included 19 One week on -site commissioning assistance Included 20 Conversion of existing databaselmaps from current Included system to Windows environment. The City must supply the currents stem backup. Note: FAT not included; OPTIONS 21 Lots SCADA Communication Devices Upgrade $ 58,400 SCADA Communication Devices include, 1 Free Standing Enclosure 79"x36"x24" 2 Dymec Managed ESS 16 Port 10/100BaseT 2 DECServer71616 Port Terminal Servers 16 PCM Modules w/Redundant Power Supplies 2 CISCO 2621XM Routers 1 TEL-62005227 RM16M Modem Bin 3U 8 UDS202T Modem Cards 1 US Robotics Paging Modem Lots Terminal Blocks Lots Interconnecting Cables Engineering, Assembly, Test Included; 22 Warm Stand-by Base License - One refresh from live $13,700 system per day Note: The 3`d SCADA Host C, Dell PE 840 Server hardware included same as described in Item I WARRANTIES/SUPPORT: 23 Warranty Statement: Included The system carries a one year warranty on hardware, except for the Dell servers, which are covered by a 3-year next business day on -site service from Dell. Software is also covered for one year, and includes both Page 5 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE US $ LIST US $ telephone assistance and remote diagnostics by modem. Standard service includes: • Business hour -Hot -Line telephone support from 8:00 AM to 6:00 PM Eastern time • Software patches • Annual software upgrade'; keep your system as new as the day it was installed • Latest revision of PC software (WorldView, QWiadows or SCADA Explorer, ODBC, Transcription, etc...) available for download at any time from our Web page • -Support phone number is 05-826-5000 or 905-826-7237 extension 152 'Applies only to SURVALENT application software already purchased. A once a year upgrade includes software patches and functional enhancements to the application modules already installed by the user. The upgrade will be scheduled within 90 days of support contract purchase. Any required hardware or operating system upgrades will be provided at an additional charge. 24 Manuals: Included One set of manuals for system operation, database setup, and for each selected software application. Manuals may also be accessed on the Survalent website for any customer with a current maintenance contract. TERMS: Please see HCI Terms and Conditions (attached) SUB -TOTAL 161 90(1 SHIPMENT: 12 16 weeks ARO x EXW EX WORKS(Mississauga Ontario Canada) SALES TAX FOB: Site FREIGHT Extra . VALIDITY: A special discount of five (5) percent on the prices of our 153 05 after a special quotation for the Windows upgrade if a PO can be received no later than NET TOTAL 5% discount January 31'4, 2008. applied; ji Prepared by: Weijun Ren, Survalent Technology Corporation, 12/12/2007 weijun@survalent.com (905)-8265000 ext 244 Please make P.O. out to Hometown Connections International, LLC and Fax to (905)-826-7144 Attn: Weijun Ren Page 6 of 7 Rev. 2 Hometown Connections DELIVERING VALUE TO PUBLIC POWERsM Hometown Connections Terms and Conditions of Sale for SCADA hardware and software provided by Survalent Technology General. Hometown Connections (HCl) is a distributor for Survalent Technology. Warranties and license agreements for hardware and software will be provided directly by Survalent. Orders. All orders received are subject to acceptance by Survalent. All products will be shipped FOB Mississauga, Ontario, Canada by common carrier. Payment Terms. Payment terms ate net twenty (20) days from the date of invoice from HCI. Past due accounts will be assessed a late charge equal to one and one-half percent (I Y2 %) per month. Prices. Prices quoted will be honored for at least 30 days from the date of the written quote and may be subject to change after that date. NCI's liability arising out of this sales -shall not exceed the actual purchase price paid by customer for the products. HCI shall not be liable for special, incidental or consequential damages, including loss of profits, loss of data or loss of use arising out of the'sale of the products. Page 7 of 7 Rev. 2 EXHIBIT B EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above -designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor: City: Survalent Technology City of Vernon By By Date Date IM INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor: Date: Specific Instructions to Contractor: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, Contractor shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative Date EXHIBIT C EXHIBIT C License Provisions Software. Any reference to software in this Agreement shall be deemed to include, unless there is something in the context inconsistent therewith, any and all representations of the software or any part thereof, whether in source code, object code, machine code or other tangible or intangible form and shall include any physical media containing any representation of the software. Modifications. Licensed Software modified in any way by the Licensee and any parts thereof included in a Licensee's programs shall become and remain the property of the Licensor. The Licensee shall assign any patent, copyright, trade secret or other proprietary rights arising in any development or modification to the Licensed Software to Licensor forthwith upon receipt of and in accordance with a direction in writing, from the Licensor. No Reverse Engineering. The Licensee shall not cause orpermit the reverse engineering, disassembly or decompilation of the Licensed Software except in jurisdictions where a right to reverse engineer is provided by law in circumstances where information is otherwise unavailable about software in order to achieve interoperability, functional compatibility or similar objectives. In such jurisdictions, the Licensee shall submit a detailed written proposal to Licensor concerning the information requirements of the Licensee and shall provide Licensor with a period of 30 days to otherwise provide such information before engaging in such reverse engineering. The Licensor may, in its sole discretion, provide such information to the Licensee during such 30-day period on such terms and conditions as Licensor determines are appropriate. Verification. The Licensee shall, on the request of the Licensor made not more than once annually, furnish to the Licensor a signed certificate of a senior officer of Licensee confirming that the Licensed Software is being used in accordance with the provisions of this Agreement and confirming the identity of the Designated Computer and the Designated Site. The Licensor may, at it's expense, have access to all of the premises of the Licensee from which its business and operations are conducted during normal business hours to audit such premises to confirm that the Licensee is in compliance of its obligations under this Agreement, provided that the Licensor shall not unreasonably interfere with the business activities of the Licensee. Source Code. Nothing contained in this Agreement shall require the Licensor to supply the Licensee with the source code of the Licensed Software. The Licensee C-1 shall not be entitled to obtain the source code of the Licensed Software except pursuant to a written agreement entered into between the Licensor and the Licensee, provided that the Licensor shall be under no obligation to enter into such an agreement with the Licensee. - End of Exhibit C - C-2 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 January 22, 2008 Survalent Technology Attn: Weijun Ren 2600 Argentia Road Mississauga, ON, Canada L5N 5V4 Re: Equipment Purchase and Software License Agreement Dear Mr. Ren: Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on January 7, 2008, through Resolution No. 9512. If you have any questions regarding this matter, please call Mr. Donal O'Callaghan, at (323) 583-8811 ext. 834. IVery truyours, l AGilyn' City Clerk NG:dr c: Donal O'Callaghan Resolution No. 9512 Agreement File No. 08-001 —Cc(usively Industfiaf EQUIPMENT PURCHASE AND SOFTWARE LICENSE 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 7t" day of January, 2008, 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 SURVALENT TECHNOLOGY, hereinafter referred as "Contractor," 2600 Argentia Road Mississauga, ON, Canada L5N 5V4 RECITALS WHEREAS, the City desires to upgrade. the City's Supervisory Control and Data Acquisition ("SCADA") system by replacing servers and the communication cabinet using new switches and routers together with the necessary hardware, software, licensing, conversion, testing, training, and other accessories necessary (hereinafter collectively referred to as the "Equipment") to enable the Light & Power Department to upgrade the existing outdated SCADA system with a new system; and WHEREAS, the City's current SCADA system was manufactured by Contractor; and WHEREAS, Contractor, through Hometown Connections International, LLC ("Hometown"), a distributor for Contractor, submitted Quotation No. Q07-10-8523 Rev2 dated December 12, 2007 for the purchase of the Equipment and services (hereinafter collectively referred to as the "Proposal"), a copy of which is attached hereto as Exhibit A and incorporated by reference; and WHEREAS, the Proposal includes a description of the Equipment and services to be performed by Contractor and the attendant costs; and WHEREAS, Contractor has advised the City that it is qualified and capable of providing the Equipment and services described in Exhibit A, and is willing to do so on the terms and conditions set forth below; and Page 1 of 22 WHEREAS, the City desires to enter into an agreement with Contractor to provide for the purchase and delivery of Equipment, material and labor to convert and test the Equipment and provide training on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. PURCHASE OF EQUIPMENT 1.01. Contractor agrees to sell, deliver, convert and test the Equipment, including all material and training, and the City agrees to purchase the Equipment and services as identified in Exhibit A, including Hometown's Terms and Conditions of Sale for SCADA hardware and software provided by Contractor. 1.02. Delivery. Contractor shall obtain and sell, deliver, convert and test the Equipment and provide training services at the City of Vernon, F.O.B. Job Site. Contractor is responsible for all costs of full freight, including insurance, to Job Site. Risk of loss shall pass to the City upon delivery F.O.B. Job Site. SECTION 2. TERM OF CONTRACT 2.01. This Agreement will become effective upon issuance of a Purchase Order, and will continue in effect until such time as the City approves the scope of work completed pursuant to the Proposal or until terminated as provided in this Agreement. SECTION 3. DEFINITION OF TERMS 3.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean Survalent Technology and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. Page 2 of 22 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 5.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "Equipment" shall mean the equipment identified in Exhibit A. G. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. H. "Hometown" shall mean Hometown Connections International, LLC, a distributor for Contractor, located at 1153 Bergen Parkway #M Evergreen, CO 80439-9501. I. "License" shall mean the personal, non-exclusive, non -transferable license (the "License") that Survalent grants to the City to use the Licensed Software in accordance with the terms of this Agreement. Survalent shall retain all title, copyright, trademark, trade secret and other proprietary rights in the Licensed Software and all modifications, enhancements and other works derivative of the Licensed Software. The License is not a sale of any or all of the rights of the Licensor. The City does not acquire any ownership rights in the Licensed Software or other rights, express or implied, except as specified in this Agreement. The City shall pay the Fee to Survalent prior to delivery of the Licensed Software. See Exhibit C attached hereto and incorporated by this reference for further definitions pertaining to Licenses. H. "License Fee shall mean the fee paid by the City for the right to use the Licensed Software that is granted under this Agreement. "Licensed Software" shall mean the software identified in Exhibit A. J. "Owner" shall mean City of Vernon, California, and where applicable, their affiliated companies, directors, officers, employees, agents, and Page 3 of 22 representatives. K. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. L. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. M. "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. N. "Support" or "Maintenance" shall mean the existing SCADA maintenance services presently provided by Survalent under a separate contract with the City. The Software applications identified in Exhibit A are being added on to the existing maintenance contract. O. "Use of Licensed Software" shall mean that the City shall not use the Licensed Software other than in accordance with the terms of this Page 4 of 22 Agreement. Without limiting the generality of the foregoing, the City shall not use the Licensed Software on any computer system not unauthorized hereunder or pursuant hereto, or in violation of any law, ordinance, order, regulation or government or contractual requirement applicable to it or its properties. The City shall not use any part of the Licensed Software to develop or derive any other data product or data service for distribution or commercial sale. P. "Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement. SECTION 4. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 4.01. Contractor's Services shall include, but will not be limited to, installing and testing the Equipment. The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 4.02. Contractor shall be responsible for traffic control on the Work site when necessary and shall take all precautions to ensure the safety of pedestrians, vehicular traffic, and personnel. Change of Services 4.03. City may at any time, by written change order executed by the City, make changes in the scope of Work, to extend the Work duration and/or total compensation of Contractor's Work. 4.04. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 4.05. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end when Contractor has completed the work according to the Proposal, unless this Agreement is otherwise terminated according to Section 7 of this Agreement or extended according to the conditions and terms set forth in this Agreement. Delivery is expected to be completed no later than eight (8) weeks from the issuance of Page 5 of 22 City's Purchase Order. Completion of the services to be performed by Contractor is expected to be no later than sixty (60) days after delivery. 4.06. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 4.07. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Status of Contractor 4.08. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 4.09. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 4.10. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 4.11. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services Page 6 of 22 performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 4.12. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 5. COMPENSATION 5.01. In consideration for the Equipment and Services to be performed by Contractor, described in this Agreement, City agrees to pay Contractor a sum not to exceed One Hundred Fifty -Three Thousand Eight Hundred Five Dollars and No Cents ($153,805.00), which includes applicable parts, labor, delivery, installation, and testing (the "Contract Price") plus tax and freight. The actual amount will be based on the amount required to furnish the Equipment and perform the services, billed in accordance with Contractor's Proposal attached as Exhibit A. Entire Compensation 5.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Equipment and Services and any and all of Contractor's obligations hereunder, regardless of difficulty, unforeseen circumstances, hours worked or equipment, materials or personnel required. The Contract Price includes without limitation compensation for applicable customs duties, fees, overhead, profit, travel time to and from the Premises and all other direct and indirect costs incurred or to be incurred by Contractor hereunder. The Contract Price does not include any federal, state or local property, privilege, use, excise, grow receipts, or other like taxes which may now or hereafter be applicable. 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 5.03. For Equipment and Services, rendered under this Agreement, City agrees to pay Contractor one hundred percent (100%) of the Contract Price upon delivery and acceptance of the Equipment: City shall make payment to Contractor within thirty (30) days of acceptance and approval of an invoice prepared in accordance with City requirements. Purchase orders shall be made out to Hometown and faxed to Weijun Ren at (905) 826-7144 for processing. Page 7 of 22 5.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 5.05 City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 5.06. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 4.03 and 4.04 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. SECTION 6. OBLIGATIONS OF THE PARTIES 6.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 6.02. 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 6.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverages and endorsements set forth Page 8 of 22 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. 6.04. 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. 6.05. Contractor shall cause its insurers to issue, including but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverages and policy endorsements required under this Agreement, are maintained in force. 6.06 Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverages. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverages on an Occurrence Form Policy: A. Workers Compensation within the statutory limits, including. occupational illness or disease coverage in accordance with the laws of the nation, state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. B. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. C. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. D. Umbrella or 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 liability 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. Page 9 of 22 6.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 6.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Representations 6.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 6.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. Page 10 of 22 6.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 6.12. Contractor declares and states that it has complied with and will continue to comply with all federal, state, local air pollution control laws and regulations applicable to the Contractor pursuant to Section 2022.1 of Title 13 of California Code of Regulations and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 6.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 6.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 6.15. 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 6.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases which are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Page 11 of 22 Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 6.17. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives, shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 6.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 6.19. Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 6.20. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of Page 12 of 22 such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Treatment of Confidential and Proprietary Information 6.21. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 6.22. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information which City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 6.23. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Page 13 of 22 Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that binds the subcontractors to this non -disclosure requirement. 6.24. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 6.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 6.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 6.27. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 6.28. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 6.29. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 6.27 and 6.28 of the Agreement. Page 14 of 22 Progress Reports 6.30. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 6.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. Warranties 6.32. Contractor shall assign to the City at the time the Equipment is delivered all manufacturers' warranties and Contractor shall assemble and deliver to the City complete copies of all warranties, guaranties, and operating and maintenance data and all other documentation from all manufacturers pursuant to this Agreement. 6.33. Contractor warrants that title to Equipment will pass to the City either by incorporation in the construction or upon the receipt of payment by Contractor, whichever occurs first, free and clear of all liens, claims, security interests or encumbrances, and that no seller of any Equipment or any portion thereof will retain an interest therein or an encumbrance thereon. 6.34. Contractor warrants that all Equipment will be new and free from defects in materials and workmanship, comply with the specifications provided by the manufacturers, be of good quality and merchantability, and fit for their intended purposes, and conform to all applicable governmental regulations, statutes, and ordinances. Any Equipment not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. In the event that the test results obtained by either Contractor or the City reveals that any portion of the Equipment does not meet the City's specifications or the City identifies any defects in or damage to the Equipment, Contractor shall promptly repair or replace any defective Equipment; provided, however, that if, in the City's reasonable discretion, the quantity or quality of the defects are substantial, the City shall have the option of rejecting the entire shipment of Equipment from Contractor, and obtaining another vendor to provide the Equipment. Contractor shall be responsible for all direct and indirect costs that may be incurred by the City in connection with the rejection and/or replacement of damaged or defective Equipment, including any and all damages caused to the City's existing equipment, storage and/or system by the use of defective Equipment provided by Contractor. Page 15 of 22 6.35. Contractor shall obtain for the benefit of the City, and assign to the City, commercially reasonable manufacturers' warranties, specifically, Contractor warrants the following: warranty remedy period for Equipment (including Software) shall end twelve (12) months after installation or eighteen (18) months after date of shipment, whichever first occurs, except the Dell servers are covered by a three (3) year next business day on -site service from Dell. 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 parts shall end ninety (90) days after date of shipment. The warranty remedy period for services shall end ninety (90) days after the date of completion of services. All manufacturers' warranties, any warranties typically provided by Contractor and any other warranties made applicable by law shall apply to the City's purchase of the Equipment. Warranties shall commence from the date the City receives the Equipment under this Agreement or the City's acceptance of the Equipment being purchased hereunder, whichever occurs first. Contractor shall assist the City in the enforcement of all such warranties. 6.36. Contractor, at its cost, shall promptly repair or replace or cause the manufacturer to repair or replace (provided, however, that the City shall cooperate in working with the manufacturers if the warranties have been assigned to the City) Equipment rejected by the City as defective or as failing to conform to this Agreement if reported to Contractor within the Warranty Period. The Warranty Period shall commence from the date Equipment is delivered hereunder or from the date of the City's acceptance of the Equipment being purchased hereunder, whichever occurs first; or (b) such longer period of time as may be prescribed by law or by the terms of the applicable manufacturers' warranty. The City shall give such notice promptly after discovery of a defective condition. A new Warranty Period shall commence for replaced Equipment on the date the replacement was made. Contractor's obligations hereunder shall include the obligation to repair any damage to other property caused by the defective Equipment or the repair thereof. Contractor shall indemnify the City from and hold the City harmless against any and all claims, liabilities, liens, damages, losses, costs, and expenses, including reasonable attorneys' fees and all costs of defense, arising out of or relating (a) to any such Equipment found to be defective or not in accordance with this Agreement, or (b) the correction of any such Equipment. The foregoing representations, warranties, covenants, and agreements shall survive any termination of this Agreement and final completion of the delivery of the Equipment and are in addition to, and not in lieu of, any and all other liability imposed upon Contractor by law with respect to Contractor's duties, obligations and performance hereunder. Page 16 of 22 6.37 Contractor warrants that, except as specified herein, the software will, when properly installed, execute in accordance with Contractor's published specification. If a nonconformity to the foregoing warranty is discovered during the period ending one (1) year after the date of shipment and written notice of such nonconformity is provided to Contractor promptly after such discovery and within that period, including a description of the nonconformity and complete information about the manner of its discovery, Contractor shall correct the nonconformity by, at its option, either (i) modifying or making available to the City instructions for modifying the software; or (ii) making available at Contractor's facility necessary corrected or replacement programs. Contractor shall have no obligation with respect to any nonconformities resulting from (i) unauthorized modification of the software or (ii) City -supplied software or interfacing. Contractor does not warrant that the functions contained in the software will operate in combinations which may be selected for use by the City, or that the software products are free from errors in the nature of what is commonly categorized by the computer industry as "bugs." 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 CITY'S EXCLUSIVE REMEDIES AND CONTRACTOR'S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY. SECTION 7. TERMINATION OF AGREEMENT 7.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as the City receives a final comprehensive report summarizing the Services, analysis of tests and results, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 7.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 7.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the Page 17 of 22 termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Termination on Occurrence of Stated Events 7.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 7.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 7.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. Page 18 of 22 7.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. SECTION 8. GENERAL PROVISIONS Notices 8.01. 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. Contractor — Survalent Technology City - City of Vernon Attn: Weijun Ren Attn: City Administrator 2600 Argentia Road 4305 Santa Fe Avenue Mississauga, ON, Canada L5N 5V4 Vernon, CA 90058 Fax: 905-826-7144 Fax: 323-826-1438 Telephone: 905-826-5000 Telephone: 323-583-8811 ext 260 Entire Agreement of the Parties 8.02. This Agreement supercedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum merit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. Page 19 of 22 8.03. 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 8.04. 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 8.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. 1f 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. Page 20 of 22 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 8.06. 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. 8.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 8.08. Except as may otherwise be specifically providedherein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 8.09. The captions used in this Agreement are for convenience only and shall in no Page 21 of 22 way define, limit or describe the scope or intent of the Agreement or any part thereof. 8.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: City of Vernon Contractor: Survalent Technology jqaajeLeonis C. Mal rg Na e: 6wy Title: Mayor Title: s �- Date: % �' Date: ATTEST: Manuela Giron, APPROVEDi AS TO FORM: J0114. HW�f ison, City Attorney Name: Title: Date: Page 22 of 22 EXHIBIT A Hometown Connections DELIVERING VALUE TO PUBLIC POWER" 1153 Bergen Parkway #M Evergreen, CO 80439-9501 phone: (303) 940-7331, fag: (303) 940-7555 www.hometownconnections.com TO: CITY OF VERNON ATTENTION: VIE NGUYEN recrvalent nology 2600 Argentia Road, Mississauga, Out., L5N 5V4, Canada Phone: (905) 826-5000 Fag: (905) 826-7144 www.survalent.com DATE: December 12, 2007 QUOTATION: Q07-10-8523 Rev2 REFERENCE: Email Request ITEM QTY DESCRIPTION UNIT PRICE LIST US $ US $ DUAL REDUNDANT WINDOWS SCADA SYSTEM $ 94,800 UPGRADE From June 9, 2007 to June 8, 2008, any VMS user is eligible ($ 5,000) for the following discounts: 1.) $2,500 per VMS server (no workstations) from their existing system. User must purchase the replacement server from STC and return/send the old VMS servers (Alpha's only) to STC at the user's expense. Discounted Price $ 89,800 1 BASE HARDWARE: Included 3 Dell PowerEdge 840 Servers, Tower style, equipped with: Dual Core Intel Pentium D925 @ 3.0 GHz 4MB Cache 800MHz FSB 2GB RAM 160 GB hard drive Internal 56k Modem 48X CD-RW and DVD-ROM Dual Ethernet ports 19" LCD panel Windows 2K3 Server operating system 3 year 5x10 HW NBD on -site warranty Note: The above Windows Servers will be functioning as SCADA Hosts and WebScrver, the other existing equipment will retain for re -use in the new system; BASE SOFTWARE: 2 Base SCADA Software for Dual Master: Included Base SCADA software includes: no limits for status points, control points, analog points, or communication lines. Base SCADA software includes WorldView graphical user interface and SCADA Explorer database editing software. Including 2 Worldview Control licenses. Page 1 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US$ US$ 3 WorldView: The existing WorldView is a full featured graphical user interface (GUI) Worldview that includes: Licenses will. be • continuous panning and zooming transferred to • user -extendable library of ready -to -use symbols, Windows colors and text styles system at no • coordinate space of up to I billion by I billion world additional units costs; • layer control and declutter • import DXF and DWG maps • full graphics drawing tools • display of dynamic data fields • "stick -on" notes • alarm summary displays • operator summary displays • tabular data displays • map editor • support of multiple dialog boxes • graphing toolset for ad hoc, historical, and trend comparison graphs. 4 SCADA Explorer: Included SCADA Explorer database editing software includes: editing tools for all database points, access control, control zones, system parameters, and setup of advanced applications, Also includes station clone and point modeling features. APPLICATIONS: 5 Command Sequencing: Included Command Sequencing is an easy -to -use high-level programming language which is specifically designed to be used with SURVALENT systems. It allows you to define and execute programs which use database points as variables. Command Sequence programs can be used for calculations, open -loop control or switching sequences and for closed -loop control. 6 Master/Slave Alarm Suppression: Included Master/Slave Alarms Suppression allows a defined hierarchy of primary/secondary (master/slave) alarm point relationships. These relationships may be used for either alarm suppression or group acknowledgement, or both- 7 SCADA Add -in: Included A Microsoft Excel and Microsoft Access option allows the user to export current and historical data from the SCADA system into Excel. All point data fields (not just values) are available to export. The menu commands are available from the standard menu bar within MS Excel or MS Access. SCADA Add -in is compatible with: MS Windows 98, 2000, and XP; MS Office 98, 2000, and XP. (The Access and Excel programs are not included with this package.) Page 2 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US$ US$ S System Configuration Status (SCS) Included A topology processor that calculates the energized/de- energized status of electric, gas and water line sections, and displays them on world maps. The calculation is based on the topology of the distribution system and the current status of breakers and valves. For an electrical line section, the system supports 3-phase distribution, and computes the status of each phase independently, such that line sections that are downstream of non -ganged switching devices may contain a mix of energized and de -energized phases. The user can specify colors for "partially energized" or "partially looped" etc. SCS includes a feeder trace function that allows the user to select a trace color and have the extent of a feeder highlighted in the selected trace color. Multiple simultaneous traces in different colors are supported. 9 Operations and Outages Accounting: Included The Operations and Outage Accounting function is based on the Event Data Recording facility. The event data recording facility records all status changes and control operations in an event data file capable of storing events for up to 30 days. Every night at midnight, an accounting program, scans the previous day's event data to generate that day's accounting information. Special-purpose report programs produce operations and outage reports. An equipment editor allows you to dcfine the devices for which you want operation and/or outage accounting. Requires Event Data Recording. 10 Switch Order Preparation: Included A switch order is a sequence of steps involving both switching operations and tags that produce conditions for which a guarantee may be issued. Each switch order can contain up to 200 steps. Guarantees are database forms that allow you to define, issue and surrender condition guarantees complete with tags. (Guarantees are also commonly known as clearances.) Each arantee can have up to 50 tags associated with it. 11 NDA API/PI Interface: Included Network Database Access (NDA) is a client/server protocol that was developed by Survalent. The NDA API (application programming interface) is a library of functions that allows PC application programs to access the SCADA system using the NDA protocol. This API is provided in the form of a DLL (dynamically linked library) that is installed on the PC. The underlying network protocol used is TCP/IP. This program also contains the required interface to OSI's PI historian. One software module is loaded onto the Survalent server, and another module is loaded onto the PC that is running the OSI software. This allows database points (typically historical data and run-time data) to be exported to the PI database. Page 3 of 7 Rev. 2 ITEM 'QTY DESCRIPTION UNIT PRICE LIST US $ US $ 12 WebSurv: Included A powerful application to serve real-time SCADA information to users via web browser and without the need for custom installation or maintenance. Allows the user to call up and view any graphical WorldView display, substation on- line, or tabular display. Refresh of dynamic data, alarms, and graphics can be user defined and achieved on a periodic basis every few seconds. Access to reports, graphs, and point setting information is provided in a SCADA Explorer type interface. WebSury uses Special Vector Graphics (SVG) to generate the dynamic rendition WorldView graphics in the users' web browser, and supports panning, zooming, dynamic line coloring and other dynamic features of the WorldView interface. Includes: Web Administrator, WEB Applications, Scada Replicator, SQL Server, Windows Server 2003, Dell Powered a 840 included in Item 1 13 External Clock Interface (GPS): Included External Clock Interface synchronizes the computer time to that of the external (GPS) clock every minute. An alarm is raised if the SCADA system cannot read the clock. Note: License only; 14 Event Data Recording: Included Event Data Recording records all status changes, operator controls and Sequence of Events (SOE) data. Non-SOE events are time -stamped to the nearest second. SOE events are stamped to the nearest I millisecond (subject to the capabilities of the RTU). SCAN TASKS: 15 MODBUS RTU Scan Task: Included The MODBUS RTU scan task is designed to communicate with one or more devices that use the MODBUS RTU protocol over serial asynchronous or TCP/IP communication lines. 16 DNP 3.0 Scan Task: Included The DNP 3.0 scan task is designed to communicate with one or more devices that use the DNP 3.0 protocol over serial asynchronous or TCP/IP communication lines. The scan task conforms to Level 2 of the DNP 3.0 Application Layer protocol as specified in the Subset Definitions published by the DNP 3.0 User's Group. 17 Virtual RTU Included Virtual RTU application allows for quick and easy setup of a virtual device that can be polled by another master station via DNP3 and MODBUS protocols. Points are easily added to the Virtual RTU with the Drag-n-Drop Point Browser, Complete Datasets can be created and assigned to multiple Virtual BTUs. This means that the same data can easily be sent to more than one client system without having to maintain Page 4 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE LIST US $ US $ duplicate dataset definitions for each Virtual RTU. TRAINING AND SERVICES: 18 One week factory training Included 19 One week on -site commissioning assistance Included 20 Conversion of existing database/maps from current Included system to Windows environment. The City must supply the currents stem backup. Note: FAT not included; OPTIONS 21 Lots SCADA Communication Devices Upgrade $ 58,400 SCADA Communication Devices include, 1 Free Standing Enclosure 79"06"x24" 2 Dymec Managed ESS 16 Port 10/100BaseT 2 DECServcr716 16 Port Terminal Servers 16 PCM Modules w/Redundant Power Supplies 2 CISCO 2621XM Routers I TEL-62005227 RM16M Modem Bin 3U 8 UDS202T Modem Cards 1 US Robotics Paging Modem Lots Terminal Blocks Lots Interconnecting Cables Engineering, Assembly, Test Included; 22 Warm Stand-by Base License - One refresh from live $13,700 system per day Note: The 3rd SCADA Host C, Dell PE 840 Server hardware included same as described in Item 1 WARRANTIES/SUPPORT: 23 Warranty Statement: Included The system carries a one year warranty on hardware, except for the Dell servers, which are covered by a 3-year next business day on -site service from Dell. Software is also covered for one year, and includes both Page 5 of 7 Rev. 2 ITEM QTY DESCRIPTION UNIT PRICE US $ LIST US $ telephone assistance and remote diagnostics by modern. Standard service includes: • Business hour Hot -Line telephone support from 8:00 AM to 6:00 PM Eastern time • Software patches • Annual software upgrade'; keep your system as new as the day it was installed • Latest revision of PC software (WorldView, QWindows or SCADA Explorer, ODBC, Transcription, etc...) available for download at any time from our Web page • Support phone number is 905-826-5000 or 905-826-7237 extension 152 'Applies only to SURVALENT application software already purchased. A once a year upgrade includes software patches and functional enhancements to the application modules already installed by the user. The upgrade will be scheduled within 90 days of support contract purchase. Any required hardware or operating system upgrades will be provided at an additional charge. 24 Manuals: Included One set of manuals for system operation, database setup, and for each selected software application. Manuals may also be accessed on the Survalent website for any customer with a current maintenance contract. TERMS: Please see HCI Terms and Conditions (attached) SUB -TOTAL $161,900 SHIPMENT: 12-16 weeks ARO x EXW EX WORKS(Mississauga Ontario Canada) SALES TAX FOB: Site FREIGHT Extra VALIDITY A special discount of five (5) percent on the prices of our 153 805 after a special quotation for the Windows upgrade if a PO can be received no later than NET TOTAL 5% discount January 319`, 2008. applied; Prepared by: Weijun Ren, Survalent Technology Corporation, 12/12/2007 weijun@survalent.com (905)-8265000 ext 244 Please make P.O. out to Hometown Connections International, LLC and Fax to (905)-$26-7144 Attn: Weijun Ren Page 6 of 7 Rev. 2 Hometown Connections DELIVERING VALUE TO PUBLIC POWERS'" Hometown Connections Terms and Conditions of Sale for SCADA hardware and software provided by Survalent Technology General. Hometown Connections (HCI) is a distributor for Survalent Technology. Warranties and license agreements for hardware and software will be provided directly by Survalent. Orders. All orders received are subject to acceptance by Survalent. All products will be shipped FOB Mississauga, Ontario, Canada by common carrier. Payment Terms. Payment terms are net twenty (20) days from the date of invoice from HCI. Past due accounts will be assessed a late charge equal to one and one-half percent (1 %z %) per month. Prices. Prices quoted will be honored for at least 30 days from the date of the written quote and may be subject to change after that date. HCI's liability arising out of this sales shall not exceed the actual purchase price paid by customer for the products. HCl shall not be liable for special, incidental or consequential damages, including loss of profits, loss of data or loss of use arising out of the sale of the products. Page 7 of 7 Rev. 2 EXHIBIT B EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above -designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor: City: Survalent Technology City of Vernon By By Date Date INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor: Date: Specific Instructions to Contractor: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, Contractor shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Date Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative Date EXHIBIT C EXHIBIT C License Provisions Software. Any reference to software in this Agreement shall be deemed to include, unless there is something in the context inconsistent therewith, any and all representations of the software or any part thereof, whether in source code, object code, machine code or other tangible or intangible form and shall include any physical media containing any representation of the software. Modifications. Licensed Software modified in any way by the Licensee and any parts thereof included in a Licensee's programs shall become and remain the property of the Licensor. The Licensee shall assign any patent, copyright, trade secret or other proprietary rights arising in any development or modification to the Licensed Software to Licensor forthwith upon receipt of and in accordance with a direction in writing from the Licensor. No Reverse Engineering. The Licensee shall not cause or permit the reverse engineering, disassembly or decompilation of the Licensed Software except in jurisdictions where a right to reverse engineer is provided by law in circumstances where information is otherwise unavailable about software in order to achieve interoperability, functional compatibility or similar objectives. In such jurisdictions, the Licensee shall submit a detailed written proposal to Licensor concerning the information requirements of the Licensee and shall provide Licensor with a period of 30 days to otherwise provide such information before engaging in such reverse engineering. The Licensor may, in its sole discretion, provide such information to the Licensee during such 30-day period on such terms and conditions as Licensor determines are appropriate. Verification. The Licensee shall, on the request of the Licensor made not more than once annually, furnish to the Licensor a signed certificate of a senior officer of Licensee confirming that the Licensed Software is being used in accordance with the provisions of this Agreement and confirming the identity of the Designated Computer and the Designated Site. The Licensor may, at it's expense, have access to all of the premises of the Licensee from which its business and operations are conducted during normal business hours to audit such premises to confirm that the Licensee is in compliance of its obligations under this Agreement, provided that the Licensor shall not unreasonably interfere with the business activities of the Licensee. Source Code. Nothing contained in this Agreement shall require the Licensor to supply the Licensee with the source code of the Licensed Software. The Licensee C-1 shall not be entitled to obtain the source code of the Licensed Software except pursuant to a written agreement entered into between the Licensor and the Licensee, provided that the Licensor shall be under no obligation to enter into such an agreement with the Licensee. - End of Exhibit C - C - 2 L RISK MANAGEMENT OFFICE INTER -DEPARTMENT MEMORANDUM DATE: March 3, 2008 TO: Nelly Giron City Clerk FROM: Willard G. Yamaguchi Chief Deputy City Attorney/Risk Manager �'vl RE: Survalent Technology Corporation Please be advised that the above referenced has provided acceptable insurance coverage. Attached for your retention are original insurance certificates and related policies, declarations and/or endorsements for the above --referenced insured that were issued by: • St. Paul Travelers (General Liability, Automobile Liability and Excess/Umbrella Liability) • Hartford Underwriters Ins. Co. (Workers Compensation) This concerns renewal of insurance coverage. WY/em cc: Dolores Jaunzemis Ali Nour FEB-25-2dOB 11:02 From:JDIMI - BRAMPTON 9058400061 To:9058261509 P.2/5 4CORD C.Lr':R -1FI TE- OF LIA!•3f ,`ITY T U-,PA•NQE - UATr (NMI GA ,S ' .. Feb 25, 08 rRODUC R Jonas DesLouners Insurance Management Inc,, THIS CERTIFICATE IS ISSUED AS A•MATTER OF INFORMATION ONLY ANC 1-8 Conestoga Drive, Suite 200 CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICA Brampton, Ontario LGZ 4N5 DOES NOT AMEND, EKrEND OR ALTER THE COVERAGE AFFORDED BY T Tel. 905-840.0064 Fax: 805.840-0061 POLICIES BELOW. IHSVRee INSURERS AFFORDING COVERAGE SURVALENT TECHNOLOGY INSURER A, St. Paul Travelers 2600 Argentia Road Mississauga, ON L6N 5V4' INSURER B, INSURER C, INSURER D, COVERAGES THIS CERTIFICATE OFTNNLYRANCEDOESNOT CONVIIIUTE ACONTRACT RF..7t4EF,N'rllg ISSUING MNllkrum, Airrunvr[wn RFpRps ty T,vr^ nnnm,mm�,v,.•. ...>...,.... M.>. a ....... ...... THE POLICIES OF INSURANCE LISTED DELOW _._.. .... _.'_.......................................�..........,.nn..rnaarrwur. HAVE 13EF-N 133UCD TO THE INSURED r..un.r.n NAMED ABOVk POR THE POLICY PERIOp INDICATED. NQTWITh5TANI ANY REQUIREMENT, TERM OR CONDITION OR OTMCR DOGUMCNT WITH RESPECT TO WHICH THEE GCRTIFICATE MAY BE ISSUED OR POLICIES, AGGREG LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INi TYPE OF INSURANCe _ POLIOY NUMDGR POLICY EFFECTIV DATE MM(Pgn) POLICY EXPIRATION DATE =00TYR LIMITS GENERAL LIAI5I1.ITY EACH OCs:UHKENr,E $ 1,000,000.00 X COMMCROAL GENHRAI. 1.IAUILrrY CPC0079688P 12103107 12103108 FIRE DAMAGC (Any one fire) $1,000,000.00 CLAIMS MAD., X OCCUR MED Exl' (Any an& person) $ 10,E00.00 ' PERSONAL It ADV INJURY $ 1,000y000.00 , OGNERAI. AUUKL ;iATE $ 1,000;000 OO` GFNI. AGCREGATE LIMIT APPLIES PER! ` PRODUCTO-. COMP/0P AGO $ 1,0110,000.00 POLICY PROJECT CILOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Es Accidnni ANY AUTO BODILY INJURY S ALL OwNFu nu'1'UB SCHEOULED AUTO GODILY.INJU0. HIRED AUTOS - , (Prr accident . X NON-OWN[OAUTOS CPG0078368P 12103107 12I03108 FkUNtFt'r5 DAMAGE;_ t 1,0003OO,O0, ` Per AOCIIIvhf GARAGE LIABILITY AUTO ONLY - CA ACCIDENT - [A ACC _ ANY AUTO OTHER THAN ., ;$ - AU -I U ONLY. AGG A ExrEss LIABILITY CPC0079558P 12103/07 12103/08 OCCUR EICLAIM6 MADC EACH GG'CaIkNFNCE 36,000,000 DEDUCTIRLF ® UM13RCLLA FORM AUoHI:cIA'rE $9,0OO,Ooo X RLIENTION $ 10,COO WORKER6 COMPENSATION AND EMPLOYERS LIABILITY WC STATU• O71•I. OT ATULIMI1. IER TC E L EACH ACOUGNT $ El DIGPAHI- 1-n EMr2LOYI°.0 $ E L Cg6rAsC - POLICY UWI' � DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS LIMITS STATED ABOVE ARE IN CANADIAN CURRENCY CANCELLATION: Should aiiy of the'Hbovc described policies be cancelled before 1110 exlyirdtioTi datc thereof, the issuing company. will gnde: y('ir Ic mail 30 days written nooCe to the Certificate hoidtrr narrwd above, but failure to mail Such notice Shall impose no obligation or liability ofany kind u on the Coro any, it's brokers ol• io resetL ta tivCs. CERTIFICATE HOLDER I X j ADDITIONAL INSURED: Attn: Risk Management Fax City of Vernon It is hereby understood and agm- d (flat City of Vernon: 4305 5lnta Fe 4305 Santa Fe Ave., Ave., Vernon, CA is added to the above noted policy'' as Additional :[nsut Vernon, CA but only with respect 10 gj)CQllionb perfortned by the Named Insured. USA 90058 AUTHORIZED REPRESENTATIVE From: Cori Montautl At: Jones Oest.suriers Insurance Management Inc. FaxIA: JDiMI - 416-259-7178 To: Survalent TechnDate: 02/22/08 04:15 PM Page: 2 CERTIFICATE OF INSURANCE This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the coverage afforded. Named Insured: Insurance Broker: SURVALENT TECHNOLOGY 2600 Argentia Road Mississauga,ON M-N 5V4 Jones DesLauriers Insurance Management Inc. 1B Conestoga Drive, Suite 200 Brampton, Ontario L6Z 4N5 B: 905 840 0064 F: 905 840 0061 Description ofOperations: Three Phase Electrical Switch Manufacturing This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy terms shown and are subject to all the terms, conditions, and exclusions of such policies LIMITS SHOWN MAY BE REDUCED BY PAID CLAIMS TYPE OF INSURANCE: gAMAL LIABILITY; INSURER: St. Paul Travelers POLICY NUMBER: CPCO079568P TERM: December 3, 2007 to December 3 2008 LMT S : $1,000,000.00 inclusive per occurrence for Bodily Injury and Property Dama e UM RELL LIA ILITI`: INSURER: St. Paul Travelers POLICY NUMBER: CPCO079568P TERM: December 3, 2007 to December 3, 2008 LIMITS : $9,000,000.00 per occurrence and in the aggregate ON- WNED AUTONLOBILE: INSURER: St. Paul Travelers POLICY NUMBER: CPCO079568P TERM: December 3, 2007 to December 3, 2008 LMT(S): $1,000,000.00 per occurrence CERTIFICATE HOLDERS : ADDITIONAL INSURED: City of Vernon, Attn: Risk Management, 4305 Santa Fe Ave., Vernon, CA 90058 It is hereby understood and agreed that City of Vernon, Attn: Risk Management, 4305 Santa Fe Ave., Vernon, CA is added to the above noted policy as Additional Insured but only with respect to operations performed by the Named Insured. CANCELLATION - Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, it's brokers or representatives. DATE: February 22, 2008 AUTHORIZED REPRESENTATIVE Cori Montauti Feb 29 2000 11:59:39 10660777106 -> 905 0Z6 7144 The Hartford Fax Paye 002 RMW 022 ACORDr,, CERTIFICATE OF LIABILITY INSURANCE uozz DArE oz-29-zoo PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PAYCHEX AGENCY INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 210705 P : O F : O - ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, 308 FARMINGTON AVE FARMINGTON CT 06032 INSURERS AFFORDING COVERAGE INSURED I INSURER A: Hartford Underwriters InE; CO SURVALENT TECHNOLOGY CORP 308 FARMINGTON AVE FARMINGTON CT 06032 INSURER B: INSURER CI INSURER 0: INSURER E: COVERAGES THE POLICIES OF INSURANCE LIj I =J tlt�LUVV HAVE BEEN ISSUED TO THE INSURED NAMED ANOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTARDIW. ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 110H LT'R. - - TYPE OP INSURANCE POLICY NUMERR POLICYEfFECTlVE DATE MM DO VV POLICYEXPIRAT/ON DATE MM DD VV . - LIMITS GENERAL LmAvTy COMMERCIAL QENERAL LIABILITY CLAIMS MADE , CI -._OCCUR - -- EACH OCCURRENCE @ - FIRE DAMAGE (Any one fire) @ MEO EXP (Any one person) - a PERSONAL & ADV INJURY QENWERAL'A6(IkE✓3ATE @ GEN'L AGGREGATE POLICY - LIMIT APPLIES PER: PECRO-T LOC J PRODUCTS •C.OMP/OP-AGO ALIMMOEILC - UARILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -AWNED AUTOS - - ... ...BODILY COMBINED 91NQLE LIMIT (Ea eccldent) e - BODILY INJURY.. Per person) .. a INJURY _., (Per accident) a -.. - PROPERTY DAMAGE - -.: (Per aaoidam) s ... ....._ .. _. .:. ' - - GARAGELWHILITV ANY AUTO AUTO ONLY • EA ACCIDENT OTHER THAN EA ACC AUTO ONLY: AGO @ a EXCESSLIAEIL(TV - - -OCCUR CLAIMS MADE .DEDUCTIBLE RETENTION a - - EACH OCCURRENCE a - AQUREQATE @. a - A WORXERSCOMPENSArlONAND L/AElL?V - - 76 WEG RL3723 05/01/07 , 05/01/08 ,K _WC STALIMTU- OTH- DRYEMPLOVER3' E.L. EACH ACCIDENT' al 000 00 E.L. DISEASE =-EA EMPLOYEE 21.,.00Oy; 00 E,L,.DISEASE ,- POLICY .LIMIT 01. 000- 00 - Orb'ER - P&OUNIFFIUN OF ADDED 6YENDORSEMENT/BPECIAL PROVNION6 Those usual to the•Insured's Operations. City of Vernon Attn: Ri8k Management 4305 S. Santa Fe .Ave, Vernon, CA 90058 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED. BEFORE TH EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON-PAYMENT) TO THE CERTIFICA HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $O SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTNORMED REPRESENTATIVE ACORD 26-S (7/97) ACORD CORPORATION 19; 416 344 2365 WSIB 02:27:44 p.m. 04-10-2007 Workplace Safety & 111suranet? Toronto Office bureau de Toronto -oNTAR/p 13oar Front Street WQa$jl 200, rue Front de la r,&4:urif4 Tor Toronto ON M5V 3J 1 Toronto ON M5V 3J1 CMATCorr�mmission proYessionnelle et de 1'assurance conhl" les 4ccidents du travail Telephone: Telephone (41e) 344-1000 (41e) 344-1000 April 10, 2007 1.800.387-0750 1-ROOAA7.07 n Tn'! ATs 1-800 387-0050 1-800-387-0050 Fax: T616COplelr : Survalent TeChnology Corporation, (416) 344.2236 (416) 344-2235 Unit 10 - 2600 Argentia Rd MiSSIS5auga ON L5N 5V4 Wohsite: Site Web: www.wsib.on.ca www.wsib.0n.ca Account 6826733 Firm 100965EV Dear Sirs, Subject: Coverage outside the Province of Ontario Under Section 18 of the Workplace Sat2ly and Insurance A t (the Act), Ontario residents are automatically covered while working outside of Ontario, Tor.a period of less than six months. An extension of up to three years may also be grantwd upon written request, under Section 18(3) of the Qst. In order for this additional coverage to be continuous, a written request must be received by the Workplace Safcty and Insurance Board (WSID) before the automatic six-rrrviilh period or coverage has explreci. This request should include the worker's name, date of departure, destination and rlatP of expected return to Ontario. Please noto that although coverage is extended by the Ontario WSIG, you must still check with the jurisdiction in which you are operating in order to determine whether you have any additional reporting obligations there. If you have any further questions about thin transaction or anything else, please Contact me directly at 416 344-3307 or.by email at Sue WilaMIROMQA. Sincerely Sae 7M Suc Wile Account Manager Manufacturing Sector Workplace safety & Insurance Board 2 /2 06/26/2007 12:43 FAX 905 542 9780 CANADA POWER PRODUCTS is 001 FAX TRANSMISSION SURVALENT TECHNOLOGY CORPORATION 2600 Argentia Road Mississauga, Ontario L5N 5V4 Fax No#. (905) 542-9780 T.� To: Karina Rueda Date: .Tune 22, 2007 -^-i City of Vernon, Risk Managment Fax #: 1-323-826-1439 Pages: 3 , including this cover sheet. From: SYLVIA AFFONSO Subject: Worker's Compensation Coverage Please find attached letter from our Workplace Safety & Insurance Board as requested. Hope this letter meet with California Statutory limits. Please confirm transaction via fax. If you have any questions regarding this matter, I can be reached at (905) 542-9477 ext.120. With kind regards, 06/26/2007 12:43 FAX 905 542 9780 4163443Q30 WSIB CANADA POWER PRODUCTS Q 002 10:26:51 06 22 2007 1 12 w yB 200 Front Street West �C'—�°WAMOp—Toronto ON M5V 3J1 7rr"/ . T Toll -Free: 1-800-387-0080 200, rue Front Ouest Toronto ON M5V 3.11 Sans frais : 1-800-387-0080 Fax Cover Sheet Page couverture de tele+copie Co nfid entiaVConfidentiel The information contained In this facsimile message is privileged and confidential, and may contain personal information that may be subject to the privacy provisions of the Freedom of Information and Protection of Privacy Act. This information should not be distributed, copied, or disclosed to any unauthorized persons and is intended only for the use of the individual named below and others who have been specifically authorized to receive It. If you have received this communication in error, or if any problems occur with transmission, please notify the sender immediately by telephone. L'information contenue dans la presente telecople est confidentielie et peut comporter des renseignements personnels assujettis aux dispositions de la Loi sur llaoces a 11information et la protection de la vie privee. Ces renseignements ne doivent pas etre distribues, copies ni divulgues a des personnes non autorlsees, ifs ne sont destines qu'a la personne nommee cl-dessous eta d'autres personnes qui ont ete autorlsees a les recevoir. Si vous avez requ ce message par erreur ou si des problemes en empechent la transmission, veuillez en informer I'expedlteur immediatement partelephone. Detalils/Details Date : (dd-mmm-M) W-mm -aaaa) Number of page —1 Nombre de e ; (excluding cover page) p o2ad (sans compter la page couverture) Instructions: one ho r ush dans une same day Lo Inai will be sent by ordinary mail: ❑ urgent heure meme jour L'original sera envoye par la poste : Yes no oui not Please confirm that this Fax was successfully recelved. veuillez confirmer quo vous avez blen requ cotte telecopie. To/Destinataire : Telephone Telephone; ( ) Fax Telecopieur : ( ) From/Exneditonetrl,.i Q/ Telephone � 7 3 Telephone : ( ) J Fax Telecopieur : www.wsib.on.ca 06/26/2007 12:44 FAX 905 542 9780 CANADA POWER PRODUCTS IM003 41634.43030 WSIB 10:27:08 06 22 2007 212 Warkptace; ::• Insii]tatsce:l}oa'E.y.... Toronto Off ue Bureau de Toronto Gointtitssigt tie�a,sCCuii(�:: :: 1 ptofessititutelfeet:de['asyurencc 20D Front Street West 200, rue Front Ousst . R . cpntie les accidents du Eta�rail' Toronto ON M5V 3,11 Toronto ON M6V 3J1 June 22, 2007 Telephone: 416/344-1013 Telephone 416/344-1013 1-800-387-8638 1-800-387-8638 Fax (416) 344-3381 City of Vernon - c/o Karina Rueda, Administrative Assistant 4305 Santa Fe Avenue Vernon, California J 90058 VIA FAX When writing the Board Indiquez Is num6rodo dossier please quote the above dons toute, correspon dance file number. aver In Commission. Dear Karina Rueda: RE : ACCOUNT # 6826733, FIRM # 100963 EV Survalent Technology Corporation 2600 Argentia Road Mississauga, Ontario L5N 5V4 This letter confirms that Survalent Technology Corporation has fulfilled their reporting and payment obligations with the Workplace Safety and Insurance Board (WSIB) of Ontario. Under Section 18 and 19 of the Workplace Safety & Insurance Act (the Act) the workers have automatic coverage from the WSIB for a 6 month period after the date of his/her departure from Ontario. If workers are out of Ontario or Canada for a duration of more than 6 months, Survalent Technology Corporation is required to request an extension for additional coverage of up to 36 months. During the workers absence from Ontario, Survalent Technology Corporation is responsible to . report to the WSIB their insurable gross earnings. Coverage under Section 8(1) and 8(2) of the -Act is extended on the understanding that workers are residents of Ontario. If you have any questions regarding the above, please contact me directly at 1-800-387-8638 ext 3337 r ela coff@wslb.on.ca. In&.afr-i I Sector Toronto Office 06/26/2007 12:44 FAX 905 542 9780 CANADA POWER PRODUCTS r 004� F=r Y .40 .. t:... .K.. 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 June 19, 2007 Ms. Sylvia Alfonso VIA FAX AND MAIL Survalent Technology Corporation 2600 Argentina Road Mississauga ON L5N 5V4 Re: City of Vernon Insurance Requirements Worker's Compensation Coverage Dear Ms. Alfonso: The City of Vernon requires that anyone doing work or providing a service to the City provide a certificate of workers compensation coverage. The workers compensation coverage must meet the California Statutory limits. V truly yours, WILL G. Chief Deputy Risk Manager WY/kr Vevwr �, r i �ri�. rvii`�1 GKMI'Ir IUN 714�ti'fbl�Jra61 To:905 542 9780 P.3/9 �7�e�1r,e� 1a;13 y 8T F'Cilll. 0- I.:1.NAJJ4. PAGE 02/02 W TRAWLm COME Liability Protection SCHEWLE OF ADDITIONAL PROTECTED PERSONS As at the date shown below, the indlviduals or entities named in this schedule are included in your CORE Liability Protection agreement as additional protected persons, but only with respect to your vicarious liability for covered Uodily Injury or property damage that results from: ■ the desorloea work performed by you ror llrs a;tdditional protected persorn(s)i • your described product(s) sold er distributed by M6 addltIonol protected pe"on(s); your use of the doscrlbod property or premises owned, operated or nontralled by the additional protected person(s); or ■ th.e described duties performed for you by the additional protected per on(s). Policy No,: CPCO079568 Date; March 30, 21107 Page 1 of 2 Additional Protected i ar%an(s); Clty of Roseville Described. Work, Products, With rrexpeet to vicarious IiabNity arising out pf the operations of the Property, Promises or Duties! Named Insured. Additional Protected Person(s)- London Hydro Inc., Attantinn., Flnence Department: Pinalnce Department, 111 Horton St., P.A. Box 2700, London, ON NSA 41-16 Described Work, Products. With respect to vicarwus liability arising out of the dperations of the Property, Promises or Duties: Named Insured. Additional Protected Person(s): City Of VOMOn, Attn; Disk Managers ont , 430S Santa Fe Ave, Vernon, CA 90050 Desoribed Work, Products, With respect to vicariouo liability arising out, of the operations of the Property, Premises or Duties: Named Insured, Additional Protected Person(,): Desoribed Work, Products, Property, Premises or Duties: Additl'onal protected Person(s): Described Work, Products, Property, PremlRes or Duties. Additional Protected Perdon(o): Described Work, Products, Property, Pramis9s or Duties: Additional Protected Person(s): Orrscribed Work, Products, Property, Premises or Duties: Additinnal Pr'oteoted Person(s); Described Work, Products, Property, Premises or Duties; Additional Protected Penon(s): Described Work, Products, Property, Premises or Duties: Additional Protected Person(s): Described Work, Products, Property, Premises or Duties! Additional Protected Persor,(s); Described Work, Products. sat [07-a1) yaareeture ft, P,ip F7rn AM MMlaptro 1 fief CWT10" Best's Rating Center - Company Information for St Paul Travelers Insurance Company Ltd Page 1 of 1 w View Ratings: Financial Strength Issuer Credit Securities Advanced Search Other web Centei St Paul Travelers Insurance Company Ltd (a member of at Paul Companies) Assigned to companies that A.M.sest #: 85363 AIIN #: AA1121375 have, in our opinion, an excellent ability to meet their Address: 60 Gracechurch Street Phone: 44-207-488-6262 ongoing obligations to cur; London EC3V OHR,UNITED Fax: 44-207-488-6345 policyholders. KINGDOM Best's Ratings Financial Strength Ratings view Definitions Rating: A (Excellent) Financial Size Category: IX ($250 million to $500 million) Outlook: Stable Action: Affirmed Effective Date: November 30, 2006 * Denotes Under Review Best's Ratings Issuer Credit Ratings view Definitio Long -Term: a+ Outlook: Stable Action: Upgraded Date: November 30, 2006 Reports and News Visit our NewsRoom for the latest news and press releases for this company and its A.M. Best GrouK Best's Company Report - includes Best's Financial Strength Rating and rationale along witl analytical commentary, detailed business overview and key financial data. Report Revision Date: 01 /30/2007 (represents the latest significant change). Historical Reports are available in Best's Company Report Archive. Financial and Analytical Products Best's Statement File - Global Best's Insurance Reports - Non -US Best's Reinsurance CenterPremium Data & Reports (Regular Online Service) Customer Service I Product Support I Member Center I Contact Info I Caree About A.M. Best I Site Map I Privacy_ Policy Security Terms of_Use Legal _&_Lic Copyright © 2007 A.M. Best Company, Inc. All rights reserved. A.M. Best Worldwide Headquarters, Ambest Road, Oldwick, New Jersey, 08858, U.S.A http://www3.anibest.com/ratings/FullProfile.asp?B1=0&AMBNum=85363&A1tSrc=1 &Alt... 4/5/2007