Resolution No. 09917 1 ~ RESOLUTION NO. 9917.
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3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
4 VERNON APPROVING AND AUTHORIZING THE EXECUTION-0F
AN ELECTRIC SYSTEM MAINTENANCE AGREEMENT BY AND
5 BETWEEN THE CITY OF VERNON AND PETRELLI ELECTRIC,
INC.
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7 WHEREAS, on November 19, 2003, the City Council of the City
8 of Vernon adopted Resolution No. 8314 approving an Electric System
9 Maintenance Agreement dated November 26, 2003, with Petrelli Electric,
10 Inc.. ("Petrelli") for. the maintenance of the City's electrical system
11 fora period of five (5) years; and-
12 WHEREAS, the maintenance of the City's electrical system is
13 of vital importance and must be provided by a contractor who is
14 willing and able to provide such services on a reliable basis; and
15 WHEREAS, Petrelli is in the business of providing services
16 to utilities to .operate and maintain electrical systems; and
17 WHEREAS, the Director of Light & Power by memo dated
18 April 8, 20.09, has recommended that the City of Vernon enter into a
19 new agreement with Petrelli for a three (3) year period to cover the
20 day-to-day operations of the City's transmission and distribution
21 system by performing high voltage switching, routine and emergency
22 repairs, substation-work, maintenance and capital construction and
23 such other services as necessary on the City's electric system;. and,
24 WHEREAS., the City Council, of the City of Vernon has
25 determined that, pursuant to the provisions of subsection (a) of
26 Section 2.27 of the Vernon City Code, it is in the public interest and
27 necessity to enter into an agreement with Petrelli setting forth the
28 terms and conditions for the maintenance of all electric transmission
1 and distribution facilities that are owned by the City to enhance
2 services provided to the Vernon community.
3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF-THE
4 CITY OF VERNON AS FOLLOWS:-
5 SECTION 1: The City Council of the City of Vernon hereby
6 finds and determines that the recitals contained hereinabove are true
7 and correct.
8 SECTION 2: -The City Council of the City of Vernon hereby
9 approves the Electric System Maintenance Agreement with Petrelli, a
10 copy of which is attached hereto as Exhibit A and incorporated by
11 reference..
12 SECTION 3: The City Council of the City of Vernon hereby
13 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and
14 on behalf of, the City of Vernon and the City Clerk or Deputy City
15 Clerk is hereby authorized to attest thereto.
16 SECTION 4: The City Council of the City of Vernon hereby
17 approves and authorizes the City Administrator, or his designee, to
18 perform such acts and deeds as may be necessary or convenient to"effect
19 the purposes of this Resolution and the transactions herein approved or
20 authorized and to execute any and all other documents as .shall be
21 required to implement the Agreement.
22 SECTION 5.: The City Council of the City of Vernon hereby
23 directs the City Clerk or her designee to-send one fully executed
24 Agreement to:
25 Petrelli Electric, Inc.
Attn. Sal Petrelli
26 11615 Davenport Road
27 Agua Dulce, CA 91390
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1 SECTION 6: The. City Clerk. of the City of Vernon shall
2 certify to the passage of this resolution, and thereupon and
3 thereafter the same shall .be in full force and effect.
4 APPROVED AND ADOPTED this 20th day of April, 2009.
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Name : H~i 1 ari o Gonzales
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Title : Mayor. / --lu1-a m
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ATTEST:
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NUELA GIRON, Cit ...Clerk
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
5 certify that the foregoing Resolution, being Resolution. No. 9917, was
6 duly adopted by the City Council of the City of Vernon at a regular
7 meeting of the City Council duly held on Monday, April 20, 2009, and.
g thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
9 Vernon.
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MANUELA GIR City Clerk
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13 (SEAL)
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EXHIBIT A
ELECTRIC SYSTEM MAINTENANCE AGREEMENT
THIS 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 20th. day of
April 2009 in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN CITY OF VERNON, a
California municipal
corporation (hereinafter
referred to as "VERNON")
4305 Santa Fe Avenue
Vernon, CA 90058
AND ~ PETRELLI ELECTRIC, INC.., a
California corporation
(hereinafter referred to as
"PETR.ELLI")
11615 Davenport Road
Agua Dulce, CA 91390
P.O. Box 801148
Santa Clarita, CA 91380-
each of which is also referred to individually as °Party"-and both of
which are also referred to collectively as "Parties."
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SCOPE OF SERVICES
' 1.1 For purposes of this Agreement, "Electric System" .shall
mean all transmission and distribution facilities now or
hereafter .owned by VERNON for providing electric service in
VERNON including 66 KV transmission system overhead and
underground distribution systems, substations, street
lighting systems, transformers and service lines. During
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the term of this Agreement, PETRELLI shall provide services
with regard to VERNON's Electric System, pursuant to
Exhibit A, "PETRELLI FEES FOR. SERVICES" shall. perform other
task requested by Vernon and the following:
1.1.1 Provide all services and maintain VERNON's Electric
System in a safe and reliable condition. Such work
shall include, but. not be limited to, switching,
performing. routine and emergency repairs,.
maintenance and construction on VERNON's Electric
System.
1.1.2 PETRELLI shall- respond to emergency calls,
troubleshooting calls, or service calls-after work
hours within one hour after the call is placed by
VERNON's Control Center. PETRELLI shall provide a
weekly list of the dedicated staff that will be
. available to xespond to such calls. The list will
' be due by 8:00 a.m. every Monday morning throughout
the term of this Agreement and will show the
staffs name, primary phone number and alternate
phone number.
1.1.3 At the direction of VERNON, make all modifications,
extensions, additions and improvements in and to
VERNON's Electric System, as shall. from time to
time be required or necessary to serve in a safe
and reliable. manner the electric power requirements
of VERNON and its customers, -both present and
future..
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1.1.4 Furnish all labor,_supervision and services and, in
the event not furnished by VERNON, transportation,
equipment, materials, supplies and tools of
whatsoever kind or nature as shall from time to
time be required or necessary to carry out the
terms and provisions of this Agreement, including,
but-not limited to, maintenance of office and field
staff, and construction and. operations headquarters
within the city limits of VERNON, as shall be
required or .necessary to meet the needs and -
requirements of VERNON and its customers, both
present and future. VERNON shall provide use of a
city-.owned building(s), structure(s) and/or a
storage yard on city-owned property for. use by
PETRELLI in connection with the services performed
under this Agreement. PETRELLI shall be
responsible for all tenant-type improvements and
security in connection with-the use of such city-
owned property.
1.1.5. VERNON may provide.VERNON-owned. vehicles for use by
PETRELLI in performing the work under .this
Agreement. To the extent VERNON does not provide
its own vehicles, PETRELLI will provide the
vehicles needed to perform the work and shall bill
VERNON for the use of such vehicles pursuant. to the
hourly or monthly rates agreed upon for such
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vehicles in the attached Exhibit A, "PETRELLI FEES
FOR SERVICES."
1.1.6 VERNON shall normally supply all material .and
supplies required for major and routine -work by
PETRELLI pursuant- to this Agreement. PETRELLI,
shall- supply all materials and supplies required by
PETRELLI that are not supplied by VERNON in
addition. to those which PETRELLI is requested by
VERNON to supply. .PETRELLI may purchase. at the
direction from VERNON, office supplies, hardware,
uniforms,. personal protective equipment, safety
equipment, tools, and equipment to operate the City
of Vernon, electric system. Before purchasing
.materials or supplies, ,PETRELLI shall check with
VERNON and obtain-approval from VERNON to assure
that such materials or supplies are not available
from VERNON. VERNON shall compensate PETRELLI for
such materials-and supplies. in accordance with
Exhibit A, "PETRELLI FEES FOR SERVICES."
1.1.7 Furnish to VERNON end of month billing with current
inventory accounting .reports and work order-
reports, with sufficient supporting data covering
activities engaged. in and work performed by
PETRELLI. Such accountings and reports shall be
provided every thirty days, on the first business
day ,(Monday through Thursday) of each month
throughout the term of -this Agreement. All such
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accountings shall comply with the Federal Energy_
and Regulatory Commission (FERC) accounting
principles and VERNON's accounting system. PETRELLI
in consultation with .Vernon shall develop a
mutually agreeable form to be used for monthly
accounting and reports.
1.1.8 Make. electrical measurements- and reports as
requested by VERNON to provide operational data on
VERNON's Electric System.
.1.1.9 Install transformers, switches, cutouts, lines and
other facilities on the 66 KV transmission system
and distribution systems as required for repairs,
replacements, new customers and system expansion.
1.1.10 Remove underground and overhead facilities no
longer needed.
1.1.11 Perform other work on underground and overhead
systems, as required.
1.1.12- PETRELLI shall be compensated for any training
expenses incurred by sending employees to J.A.T.C.
training. If employee leaves PETRELLI before three-
years after completing Journeyman status, PETRELLI
shall reimburse the city the total cost of training
incurred with said employee.
1.1.13 At the direction of the City carry out
troubleshooting activities including responding to
customer calls and complaints, traveling to various
sites in VERNON, assessing and estimating failures
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or damages, safely restoring service as quickly as
possible, and reporting on system and equipment
status.
1.2 All work shall be performed in accordance with VERNON's
construction and operation standards, codes, G0 95, GO 128,
GO -165, National Electric Safety .Codes,-ordinances, rules,
regulations, operating procedures and good utility
practice.
1.3 If a new facility is to be constructed~by VERNON, PETRELLI
shall be allowed an opportunity to submit a bid or proposal
to construct any such facility. VERNON reserves the right-
. to permit the customer to construct any customer facilities_
and to negotiate agreements with any contractors, including.
.PETRELLI, if Vernon is to construct such facility. Vernon
is not obligated to use PETRELLI for such services.
1.4 Work Orders: All work, with the exception of emergency
work, ahall be performed pursuant to approved work-order
and will be scheduled with VERNON. PETRELLI shall obtain
authorization from Vernon for the proposed-work prior to
initiating construction and submit as-built documentation
identifying the actual work performed after the completion
of the changes made to the system. Work orders will fall
into the following categories:
1.4.1 Major Work: Major modifications, extensions,
addition, and- improvements, including large
maintenance jobs will be accomplished under pre-
- approved work orders. Large maintenance jobs are
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defined as .those estimated in advance to take more.
than-one crew day.
1.4.2 Emergency Work: Emergency repairs shall be
initiated as soon as possible by PETRELLI under a
pre-assigned work order number.- PETRELLI shall
-seek VERNON's approval for the work order at the
start of the next business day after the work is
initiated.
1.4.3 Routine Work: Routine maintenance work- will be
completed under pre-approved .standing work orders
specifically. established .for these activities.
Routine work will include line patrol, switching,
replacement. of minor components, minor
modifications and additions, and other routine work
normally required on elec-trio utility- systems.
PETRELLI and VERNON will collaborate in
establishing a number of standing work orders.
1.4.4 Work orders that- require structure replacement such
as poles, switches and transformers must. be
approved by VERNON prior to scheduling the
construction and must be supplemented with as-built
documentation after the completion of the work.
1.5 Scheduling of Work: PETRELLI shall provide VERNON's
authorized representative, no later than 09:00 a.m. on
Monday of each week, with a proposed plan and schedule of
work .for the following week . VERNON's authorized
representative shall approve or make modifications to the
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" proposed plan and schedule no later than 2:00 p.m. on the
day that the .schedule is provided. Once approved, the plan
and schedule shall be PETRELLI's authorization to perform
work during the following week. The timing of such
submittals and meetings may be changed by mutual agreement
between VERNON and PETRELLI's authorized representatives:
Concurrent with the submission of its proposed plan and
schedule, PETRELLI shall also submit a status report and
the, as-built documents on the previous week's work.
1.6. Maintenance Schedule/Plan..
1.6.1 PETRELLI shall provide VERNON monthly maintenance
and inspection schedules identifying the location
and circuit name. PETRELLI shall maintain and
inspect the Electric System- pursuant to the
requirements of California Safety.Orders No. 95,
128 and 165. The maintenance -and inspection
schedule shall include the following:
¦ Insulator washing (transmission, distribution and
substations).
¦ Street lighting inspection.
¦ Customer substation inspection.
¦ Manhole and underground cable inspection.
¦ Pole inspection and testing.
¦ Distribution circuit inspection.
¦ Transmission system inspection.
1.6.2 PETRELLI shall maintain a system database to track
and report inspection results and corresponding
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repairs/correction.
1.6.3 All purchased tool, equipment, etc shall- remain
property of City of Vernon and shall remain part of
inventory log in inventory database on current and
future purchase. Upon completion or termination of
contract, PETRELLI shall render all tools and
equipment to City of Vernon.
1.7 Staffing Levels.
1.7.1 To perform the foregoing services, PETRELLI shall
provide a minimum level of employee .staffing with
pre-approval by Vernon and said staff shall be°
dedicated to perform services on VERNON's Electric
System.. The employee staffing is as follows:
Quantity Classification
1 General Manager
7- General .Foreman
1 Electrical Engineer ~ ,
3 Line Foreman
7 Lineman/Groundman
2 Apprentice
2 Troubleshooter
2 Substation Electricians
2 Clerk/Secretary
1 Warehouse
7- Warehouse Pre Fabrication
1 Mechanic
1 Maintenance Worker
25 Total
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PETRELLI may supplement this level of staffing with
pre-approval by VERNON, to the extent necessary to
perform such services. PETRELLI shall not increase
or decrease this level of staffing by adding or
deleting full-time employees without. the prior
written approval of VERNON. In the event VERNON
wishes to increase or decrease -the staffing level
provided for herein, VERNON shall be permitted to
do so upon providing one month written notice to
PETRELLI. PETRELLI may also supplement this level
of staffing through the use of subcontractors, if
pre.-approved by VERNON, to the extent necessary to
perform such services; to -the extent subcontractors
are authorized, PETRELLI may. bill: VERNON as a
straight pass through with no mark up of its cost
for such subcontractors. The scope of services may
also be increased o~ reduced by mutual agreement.
1.7.2 PETRELLI shall consult with VERNON and VERNON shall
have the right to consult with PETRELLI relating to
the qualifications of the employees who will be
assigned and dedicated to work on VERNON's Electric
System. At no given time shall PETRELLI have more
than two apprentice lineman/ground man on VERNON's
billable payroll.
1.7.3 PETRELLI shall keep. a minimum of one full crew on
..standby to respond during off hour emergencies.
Personnel on standby must respond to VERNON.within
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one hour of call out from Station A Dispatch.
PETRELLI shall bill VERNON two -hours .per day
"Straight Time" per employee on stand by schedule.
PETRELLI shall send a copy of standby .call out
sheet no later than 08:00 A.M. of each Monday.
1.8 PETRELLI shall not accept or bid for-any work for any of
VERNON's customers, unless VERNON provides, in its sole
discretion, advance written consent and agrees that such
work shall not constitute a conflict of interest.
1.9 PETRELLI agrees that it shall provide services and maintain
VERNON's Electric System for and on behalf of VERNON,
subject to and in accordance with good utility practice and
within-.the terms and provisions of this Agreement and
direction given by VERNON's authorized representatives.
PETRELLI shall also respond to VERNON's requirements for
any and all VERNON city purposes and of all VERNON
customers, both present and future, of VERNON's Electric
System- and shall provide .safe, proper, ,efficient and
reliable services as provided under good utility practice.
1.10' An organization chart is attached hereto as Exhibit B.
Such exhibit may be revised from time to time in accordance
with. section 1.7.1 of this Agreement.
3. FEES FOR SERVICES
3.1 For services provided by PETRELLI to VERNON pursuant to
this Agreement, VERNON shall pay PETRELLI in accordance
with the rates and charges set forth- in Exhibit A,
"PETRELLI FEES FOR SERVICES," attached hereto. The rates
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set forth in Exhibit A may only be increased during the
term of this Agreement to the extent PETRELLI's costs rise
.under the "California Outside Line Construction Agreement
between Western Line Constructors Chapter of N.E.C.A and
Local Union No. 47 AFL-CIO International Brotherhood of
Electric Workers.."
3.2 To the extent the rates are increased and agreed upon by
VERNON pursuant to this Section 3.1, PETRELLI shall revise
and replace Exhibit A to become part of .this Agreement as
if originally. attached on the effective date- of this
Agreement.
3.3 VERNON shall only :pay PETRELLI for the work performed under
this Agreement pursuant to the fees set forth in Exhibit A.
PETRELLI shall be responsible for paying the salaries of
its own employees, as .well as payment for all relevant
holidays, vacation time and other benefits. VERNON will
not be responsible, in any way, for the payment of the.
salaries or benefits for PETRELLI's employees.
4. BILLING AND PAYMENT
PETRELLI shall submit a monthly invoice to VERNON setting forth
the amount due for services and itemizing amounts due for
expenses provided or incurred for the prior month. All work
order timesheets shall. be' included in the monthly billing
detailing labor, material,-and equipment.. VERNON shall pay such
invoice within thirty days after receipt.
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5. INDEPENDENT CONTRACTOR
PETRELLI shall provide services to VERNON as an independent
contractor, not as an employee of VERNON, and shall obtain and
maintain- in effect, during- the term of this Agreement,
appropriate licenses to provide the services described herein.
PETRELLI shall not have or claim any right arising from employee
status.
6. TERM OF AGREEMENT
6.1 This Agreement shall become effective on the date referred
to in the first paragraph of page 1 of this Agreement and,-
- unless terminated earlier in accordance with the terms of
this Agreement, shall be effective for a term of three
years.
6.2 Notwithstanding any other provision of this Agreement,
PETRELLI may terminate this Agreement without cause by
giving 90 days advance written notice. to VERNON. VERNON may
terminate this Agreement without cause by giving 45 days
advance written notice to PETRELLI. VERNON may also
terminate this Agreement upon 30 days written notice. for
material breach of this Agreement by PETRELLI.
6.3 Upon termination of this Agreement, PETRELLL shall have no
further obligation to provide services to VERNON. If-this
Agreement is terminated prior to completion of the .services
to be provided hereunder, PETRELLI shall render a final
.invoice for services to VERNON within thirty days after the
date of termination. VERNON shall pay PETRELLI for all-
fees earned and expenses incurred prior to the date of
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termination,. subject to PETRELLI returning all tools and
equipment to VERNON, in accordance with Section 4 of this
Agreement..
7. INSURANCE
7.1. PETRELLI shall maintain in effect, at its own cost,
employer's liability insurance, comprehensive general
liability insurance (bodily injury and property damage) in
an amount equal to five million dollars ($5,000,000) annual
aggregate, and comprehensive automobile liability insurance
(bodily injury and property damage) in an amount equal to
five million dollars (5,000,000) annual aggregate. Said
insurance policy shall ;.provide for thirty days written
notice prior to termination. or change, VERNON and-its
officers, employees and agents shall be named as additional
insureds on said policy.
7,2. PETRELLI shall comply with all applicable workers.
compensation laws.
7.3. In addition to the standard certificate of insurance, proof
of insurance will require for each policy, a notarized
letter from the underwriter or carrier certifying that the
coverage and statements in the standard certificate of
insurance (attached thereto) are true and correct and that
the signator is an officer authorized to .so certify.
Alternatively, a copy of each policy certified by an
officer of the underwriter or carrier and notarized, may be
provided as proof of insurance.
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8. LIABILITY
8.1. PETRELLI shall indemnify, defend and hold harmless VERNON,
its directors, officers, partners, employees and agents
from and against. any and all liability, claims, demands,
damages, losses and expenses, including but not limited to
attorney's fees, resulting from negligent acts, errors or
omissions by PETRELLI or its subcontractors, in the.
provision of services pursuant to this Agreement,.
Liability, claims, demands, damages, losses or expenses "
resulting from negligent acts, errors or omissions, whether
active or passive, by VERNON, its directors, officers,
partners, agents, employees, or by others are excluded from
PETRELLI's obligations pursuant to this Section 8.1.
8.2. PETRELLI shall also indemnify, defend and hold harmless
VERNON; -its directors, officers, partners, employees and
agents from and against any and all .liability, claims,
demands, damages, losses and expenses, including but not
limited to attorney's fees,. for injuries to person. or
damage to property resulting from negligent acts, errors,
or omissions by PETRELLI, its directors, officers, agents
and employees in the provision of .service hereunder..
Liability,. claims, demands, damages, losses or .expenses
resulting. from negligent- acts, errors, or omissions,
whether active or passive, by VERNON, its directors,-
officers, partners, agents, employees, or by others are
excluded from PETRELLI's obligations pursuant to this
Section 8.2.
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8.3. Nothing in this Agreement shall be construed to create a
duty to, any standard of care with reference to, or any
liability to any person not a party to this Agreement..
9. AUTHORIZED REPRESENTATIVES
Within thirty calendar days after the date of execution of this
Agreement, each Party shall designate by written notice to the
other Party a representative .who is authorized. to act on its
behalf in the implementation of this Agreement and with respect
to those matters .contained herein that are the functions and
responsibilities of the authorized representatives. Either
Party may at any time change the designation of its authorized
representative by written notice to the of-her Party.
10. OWNERSHIP OF DATA, .INFORMATION AND DOCUMENTATION
All data and information collected and obtained by PETRELLI
relating to VERNON'S Electric System shall be the property of
VERNON and shall- be stored and filed at the operations
headquarters located within the city limits of VERNON. PETRELLI
hereby relinquishes any and all claims of ownership to-any and
all documents and/or information obtained in performing services
for VERNON relating to VERNON's Electric System. However,
PETRELLI may keep copies- of such data, •information and
documentation as necessary to perform services hereunder and
also for historical purposes. PETRELLI .shall be prohibited from
using such data, information or .documentation in any. way adverse
to VERNON, other than for the purposes of litigation between
PETRELLI and VERNON pertaining to this Agreement or the services
provided hereunder.
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11. CONFIDENTIAL INFORMATION
11.1. VERNON may provide PETRELLI, or allow PETRELLI access to;
certain information not. available to -the public
.concerning, -but not limited to VERNON, or businesses
located in VERNON. The information may include, but is
not limited. to, company information, taxes, sales,-value
of assets, utility usage or other such information. All
such information shall be -known as "Confidential
Information" and may not be used. to circumvent the
responsibility of either Party to this Agreement.
11.2. Except as expressly permitted, PETRELLI 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, whether corporate, governmental or individual,
without the express prior written. consent of VERNON.
PETRELLI shall return any written Confidential Information
-and all copies made of such items, to VERNON upon VERNON's
written request, but in any event not later than thirty
days of the date that PETRELLI. has performed all services
to be performed pursuant to this Agreement. PETRELLI
hereby agrees that such Confidential Information and any
documents provided may be used by PETRELLI only as
authorized by VERNON. PETRELLI shall take .reasonable
measures to avoid any disclosure of any such Confidential
Information to any unauthorized person.
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11.3 PETRELLI shall immediately notify VERNON of any court
order or subpoena requiring disclosure of Confidential.
Information, and shall cooperate with legal counsel in the
appeal or challenge of ,any. such- order or subpoena.
.PETRELLI may only -disclose Confidential Information
required to be disclosed pursuant to court .order or
.subpoena after legal counsel-has exhausted any lawful and
timely appeal_or challenge.
11.4. In addition to any other remedies that it may have at law
or in equity, VERNON shall be entitled to a temporary and
permanent injunction by a court of competent jurisdiction
.against any breach or threatened breach of the
Confidential Information provisions of this Agreement.
PETRELLI acknowledges that. in case of such breach or
threatened breach of said provisions, VERNON would have no ,
adequate remedy at law.
12. SUCCESSORS IN INTEREST
This Agreement shall be binding on each .Party's- successors in
interest, including their heirs, legatees, assignees and legal
representatives. -This Agreement shall not be assigned by
PETRELLI unless VERNON consents to such an assignment, in
writing, which consent shall. be at VERNON's sole- discretion, in
which ,event this Agreement shall inure to the benefit of its
successor in interest.. In the event of a change in ownership of
PETRELLI, VERNON reserves the right, in its sole discretion, to_
terminate the. Agreement by providing notice within thirty days
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of receipt of a written notice by PETRELLI that a -sale has
occurred.
13. FORCE MAJEURE
Neither Party shall be .considered to be in default in the
performance of any of its obligations under -this Agreement
(other than obligations of said Party to pay costs and expenses)
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,
sabotage, restraint by court order or public authority, and
action or non-action by or inability to obtain the necessary.
authorization or approvals from any governmental agency or
authority, which by exercise of due diligence-such Party could
not reasonably have been expected to avoid and which by exercise
of .due diligence it has been unable to overcome.- If PETRELLI
notifies VERNON that it will be unable to perform services
hereunder as a result of an uncontrollable force, VERNON may, at
its option, use its own staff or other contractors to perform
such services at VERNON's expense, in which case VERNON shall
compensate. PETRELLI only for those employees of PETRELLI that
are available to work for VERNON. Either Party rendered unable
to fulfill.-any of its obligations under this Agreement by reason
of an uncontrollable force shall give prompt written notice of
such-fact to the other Party and shall-exercise-due diligence to
remove such inability with all reasonable dispatch.
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14. WAIVER
Any waiver at any time by either Party of its rights with
respect to a default under this Agreement, or with respect to
any other matters arising in connection with .this Agreement,
shall not be deemed a waiver with respect to any subsequent
default or other matter..
15. SEVERAL OBLIGATIONS
Except where specifically stated in .this Agreement to be
otherwise, the duties, obligations, -and liabilities of the
Parties are intended to be several and not joint or collective.
Nothing contained in this Agreement shall be construed to create
an association, trust, partnership or joint venture or impose a
trust or partnership duty, obligation or liability on or with
regard to either Party. Each Party shall be individually and
severally liable for its own obligations under this Agreement.
16. AMENDMENT
All changes or modifications to this Agreement shall be in
writing and signed by both Parties. ,
17. DEFAULT
In the event PETRELLI commits a breach of a material condition.
of this Agreement, VERNON shall. notify PETRELLI in writing of
said breach. If PETRELLI. has not cured or begun reasonable-
. efforts to~ cure immediately after receiving said notice, and
fails to diligently pursue corrective action, VERNON shall have
the right to cancel this Agreement by giving 30 days' written
notice as provided in Section 6.2 hereinabove or seek any other
remedy against PETRELLI that it may have under the Agreement or
- 20 -
under the law.. Among other things, PETRELLI shall be deemed to
be in default under this Agreement if PETRELLI files for
bankruptcy or another person or entity institutes against
PETRELLI a bankruptcy, reorganization, moratorium, liquidation
or similar insolvency proceeding or other relief under any
bankruptcy or insolvency law affecting creditor's rights or a
petition is presented or instituted ,for its winding-up or
liquidation.
18. NOTICES
18.1 Any notice, demand, information, invoice, report or item
otherwise required, authorized. or provided- for in this
Agreement, unless otherwise specified herein, shall be
deemed properly given if delivered in person or sent by
United States Mail, First Class postage prepaid:
To PETRELLI: PETRELLI ELECTRIC, INC.
11615 .Davenport Road
Agua Dulce, California 91390
Attn: Sal Petrelli
To VERNON: CITY OF VERNON
4305 Santa Fe Avenue
Vernon, California 90058
Attn: Director of Light and Power
Copy to: Attn: City Attorney
- 21 -
18.2 All notices shall be deemed effective upon receipt by the
Party to whom such notice is given. Either Party may, at
any time, by notice to the other Party, designate
different or additional persons or different addresses for
the giving of notices hereunder.
19. GOVERNING LAW
This Agreement shall be construed and interpreted according to,
and the rights of-the Parties shall be governed by, the laws of
the State of California.
20. ENTIRE AGREEMENT.
20.1 This Agreement constitutes the .complete and final
expression of-the agreement of the Parties and is intended
as a complete and. exclusive statement of .the terms. of
their agreements and supersedes all prior and
contemporaneous offers, promises, representations,.
negotiations, discussions, communications, and agreements
that may have been made in connection with the subject
matter hereof.
20.2 The following exhibits attached hereto are incorporated by
reference as if fully set forth herein:
Exhibit A: PETRELLI FEES FOR SERVICES
Exhibit B: VERNON- PETRELLI - ORGANIZATION CHART
21. SEVERABILITY
If any of the provisions of this Agreement are found or deemed
by a court of competent jurisdiction to be invalid or
unenforceable, they shall be considered severable from the
- 22 -
remainder of this-Agreement and shall not cause the remainder to
be invalid or unenforceable.
- 23 -
22. SIGNATURE CLAUSE
The signators hereto represent that they are authorized to enter
into this Agreement on behalf of the Party for whom they sign.
IN WITNESS WHEREOF., the parties have caused this Agreement
to be executed by and through their .authorized officers on the date,
month and year. first written above.
CITY OF VERNON
a California Corporation
By:
LEONIS C. MALBURG, Mayor
ATTEST:
Manuela Giron, City Clerk
APPROVED AS TO FORM:
Jeff A. Harrison,. City Attorney
PETRELLI ELECTRIC,. INC.
a California Corporation
By: ~ P~,~.;
Cindy etrelli
Title: President
By
Sal Petrelli
Title: Secretary
- 24 -
EXHIBIT A
EXHIBIT A
PETRELLI ELECTRIC FEES FOR SERVICE
A. HOURLY-LABOR RATER PER CLASSIFICATION
CLASSIFICATION STRAIGHT TIME DOUBLE TIME
MANAGER $99.00 $168.00
GENERAL FOREMAN $99.00 $168.00
FOREMAN $94.00 $158.00
ELECTRICAL ENGINEER $94.00 $158.00
LINEMAN $90.00 $148.00
TROUBLESHOOTERS $90.00. $148.00
SUB STATION TECHS $84.00 $136.00
GROUNDMAN $72.00 $110.00
APRENTICE STEP 1 $68.00 $106.00
APRENTICE STEP 2 $66.00 $104.00
APRENTICE STEP 3 $64.00 $102.00
APRENTICE STEP 4 $62.00 $100.00
OPERATOR/MECHANIC $78.00 $124.00
MAINTENANCE $72.00. $122.00
SUBSISTENCE FOR ABOVE $50.00 PER DAY
SECRETARY $47.00 $70.50
B. MONTHLY EQUIPMENT RATES
EQUIPMENT MONTHLY RATE
FLATBED /SERVICE TRUCK $1,680.00
ALTEC 4065 DERRICK $6,560:00
ALTEC 947 DERRICK $5,280.00
A-1
EXHIBIT "A"
ALTEC AM855 BUCKET $5,120.00
ALTEC AM900 BUCKET $5,440.00
ALTEC TA-50 $5,120.00
ALTEC A77TE93 BUCKET $6,880.00
ALTEC 35 TON CRANE $7,420.00
SUBSTATION TRUCK ~ $1,940.00
EQUIPMENT HOURLY RATE
TECO V7-75 BUCKET $51.00
PJ400-60' DERRICK $63.00
HOGG DAVIS WIENER HOUND $12.00
BULL WHEEL TENSIONIER TRAILER $48.00
7600 INT'L TRACTOR $278.00
TRAILER LOWBED
`F-750 FLATBED $17.00
ALTEC INSULATOR. $22.00
WASHER TRAILER
HOGG DAVIS 985 $23.00.
SHERMAN REILLY PT3366 PULLER $70.00
ARROW BOARD $21.00
SHERMAN REILLY DUCT DAWG UNDERGROUND PULLER $85.00
FUEL FOR ABOVE HOURLY RATE VEHICLES ONLY WILL BE PROVIDED BY
PETRELLI ELECTRIC, INC. ,
C. MATERIAI;S AND SUPPLIES
City shall normally provide all materials and 'supplies required -for major and routine work by
Contractor. Contractor. shall provide all materials and supplies required by Contractor which are not
supply by City in addition to those which Contractor is requested by City to supply. Before
purchasing rnateriais or supplies, Contractor shall check with City and obtain approval from City to
assure that such materials or supplies are not available from City.
A-2
EXHIBIT "A"
City shall compensate Contractor for all expenses incurred for such materials and supplies required to
perform all services to maintain the electric services in a safe and reliable manner.
Contractor will bill City 5% mark-up for the costs of the materials and supplies purchased by the
Contractor.
D. SUBCONTRACTORS
. Contractor may supplement maj or and emergency work with subcontractors to complete work or restore
electric service. Subcontractors must be hired with pre-approval by City.
-
- -
E: -BILLING-AND- PAYMENT-
. Contractor shall submit a monthly statement to City setting forth the amount due for services and
itemizing amounts due for materials and equipment. City shall pay the full amount of such statement
within thirty (30) days after receipt.
I
A-3
EXHIBIT "A"
EXHIBIT B
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4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
April 21, 2009
Petrelli Electric, Inc.
Attn: Sal Petrelli
11615 Davenport Road
Agua Dulce, CA 9139Q
Re: Electric System Maintenance Agreement
Dear Mr. Petrelli:
C
The insurance requirements have been met. Transmitted herewith
is a fully executed agreement as referenced above, approved by
City Council on April 20, 2009, through Resolution No. 9917.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan at 323/583-8811 ext. 834.
Very truly yours,
Nelly Gir
City Clerk
NG:km
cc: Donal O'Callaghan
Purchasing Department
Resolution No.-9917
Agreement File No. 09-065
F.,xcCusiveCy IncdustriaC
ELECTRIC SYSTEM MAINTENANCE AGREEMENT
THIS 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 20th-. day of
April 2009 in the City of Vernon, County of Los Angeles,
California
BY AND BETWEEN CITY OF VERNON, a
California municipal
corporation (hereinafter
referred to as "VERNON")
4305 Santa Fe Avenue
Vernon, CA 90058
.AND PETRELLI ELECTRIC, INC., a
California corporation
(hereinafter referred to as
"PETRELLI")
11615 Davenport Road
Agua Dulce, CA 91390
P.O. Box 801148
Santa Clarita, CA 91380.
each of which is also referred to individually as "Party" and both of
which are also referred to collectively as "Parties."
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
1. SCOPE OF SERVICES
1.1 For purposes of this Agreement, "Electric System" shall
mean all transmission and distribution facilities now or
hereafter owned by VERNON for providing electric service in
VERNON including 66 KV transmission system overhead and
underground distribution systems, substations, street
lighting systems, transformers and service lines. During
- 1 -
the term of this Agreement, PETRELLI shall provide services
with regard to VERNON's Electric System, .pursuant to
Exhibit A, "PETRELLI FEES FOR SERVICES" shall perform other
task requested by Vernon and the following:
1.1.1 Provide all services and maintain VERNON's Electric
System in a safe and reliable condition. Such work
shall include, but not be limited to, switching,
performing routine and emergency repairs,
maintenance and construction on VERNON's Electric
System.
1.1.2 PETRELLI shall respond to emergency calls,
troubleshooting calls, or service calls after work
hours within one hour after the call is placed by
VERNON's Control Center. PETRELLI shall provide a
weekly list of the dedicated staff that will be
available to respond to such calls. The list will
be due by 8:00 a.m. every Monday morning throughout
the term of this Agreement and will show the
staff's name, primary phone number and alternate
phone number.
1.1.3 At the direction of VERNON, make all modifications,
extensions, additions and improvements in and to
VERNON's Electric System, as shall from time to
time be required or necessary to serve in a safe
and reliable manner the electric power requirements
of VERNON and its customers, both present and
future .
- 2 -
1.1.4 Furnish all labor, supervision and services and, in
the event not furnished by VERNON, transportation,
equipment, materi~s, supplies and tools of
whatsoever kind or nature as shall from time to
time be required or necessary to carry out the
terms and provisions of this Agreement, including,
but not limited to, maintenance of office and field
staff, and construction and operations headquarters
within the city limits of VERNON, as shall be
required or necessary to meet the needs and
requirements of VERNON and its customers, both
present and future. VERNON shall provide use of a
city-owned building(s), structure(s) and/or a
storage yard on city-owned property for use by
PETRELLI in connection with the services performed
under this Agreement. PETRELLI shall be
responsible for all tenant-type improvements and
security in connection with the use of such city-
owned property.
1.1.5 VERNON may provide VERNON-owned vehicles for use by
PETRELLI in performing the work under this
Agreement. To the extent VERNON does not provide
its own vehicles, PETRELLI will provide the
vehicles needed to perform the work and shall bill
VERNON for the use of such vehicles pursuant to the
hourly or monthly rates agreed upon for such
- 3 -
vehicles in the attached Exhibit A, "PETRELLI FEES
FOR SERVICES."
1.1.6 VERNON shall normally supply all material and
supplies required for major and routine work by
l PETRELLI pursuant to this Agreement. PETRELLI
shall supply all materials and supplies required by
PETRELLI that are not supplied by VERNON in
addition to those which PETRELLI is requested by
VERNON to supply. PETRELLI may purchase at the
direction from VERNON, office supplies, hardware,
uniforms, personal protective equipment, safety
equipment, tools, and equipment to operate the City
of Vernon electric system. Before purchasing
materials or supplies, PETRELLI,. shall check with
VERNON and obtain approval from VERNON to assure
that such materials or supplies are not available
from VERNON. VERNON shall compensate PETRELLI for
such materials and supplies in accordance with
Exhibit A, "PETRELLI FEES FOR SERVICES."
1.1.7 Furnish to VERNON end of month billing with current
inventory accounting reports and work order
reports, with sufficient supporting data covering
activities engaged in and work performed by
PETRELLI. Such accountings and reports shall be
provided every thirty days, on the first business
day (Monday through Thursday) of each month
throughout the term of this Agreement. All such
- 4 -
accountings shall comply with the Federal Energy
and Regulatory Commission (FERC) accounting
principles and VERNON's accounting system. PETRELLI
in consultation with. Vernon shall develop a
mutually agreeable form to be used for monthly
accounting and reports.
1.1.8 Make electrical measurements and reports as
requested by VERNON to provide operational data on
VERNON's Electric System.
1.1.9. Install transformers, .switches, cutouts, lines and
other facilities on the 66 KV transmission system
and distribution systems as required for repairs,
replacements, new customers and system expansion.
1.1.10 Remove underground and overhead facilities no
longer needed.
1.1.11 Perform other work on underground and overhead
systems, as required.
1.1.12 PETRELLI shall be compensated for any training
expenses incurred by sending employees to J.A.T.C.
training. If employee leaves PETRELLI before three
years after completing Journeyman status, PETRELLI
shall reimburse the city the total cost of training
incurred with said employee.
1.1.13 At the direction of the City carry out
troubleshooting activities including responding to
customer calls and complaints, traveling to various
sites in VERNON, assessing and estimating failures
- 5 -
or damages, safely restoring service as quickly as
possible, and reporting on system and equipment
status.
1.2 All work shall be performed in accordance with VERNON's
construction and operation standards, codes, GO 95, GO 128,
GO 165, National Electric Safety Codes, ordinances, .rules,
regulations, operating procedures and good utility
practice.
1.3 If a new facility is to be constructed by VERNON, PETRELLI
shall be allowed an opportunity to submit a bid or proposal
to construct any such facility. VERNON reserves the right
to permit the customer to construct any customer facilities
and to negotiate agreements with any contractors, including
PETRELLI, if Vernon is to construct such facility. Vernon
is not obligated to use PETRELLI for such services.
1.4 Work Orders: All work, with the exception of emergency
work, shall be performed pursuant to approved work order
and will be scheduled with VERNON. PETRELLI shall obtain
authorization from Vernon for the proposed work prior to
initiating construction and submit as-built documentation
identifying the actual work performed after the completion
of the changes made to the system. Work orders will fall
into the following categories:
1.4.1 Major Work: Major modifications, extensions,
addition, and improvements, including large
maintenance jobs will be accomplished under pre-
approved work orders. Large maintenance jobs are
- 6 -
i
defined as those estimated in advance to take more III
i
than one crew day.
1.4.2 Emergency Work: Emergency repairs shall be
initiated as soon as possible by PETRELLI under a
pre-assigned work order number. PETRELLI shall
seek VERNON's approval .for the work order at the
start of the next business day after the work is
initiated.
1.4.3 Routine Work: Routine maintenance work will be
completed under pre-approved standing work orders
specifically established for these activities.
Routine work will include line patrol, switching,
replacement of minor components, minor
modifications and additions, and other routine work
normally required on electric utility systems.
PETRELLI and VERNON will collaborate in
establishing a number of standing work orders.
1.4.4 Work orders that require structure replacement such
as poles, switches and transformers must be
approved by VERNON prior to scheduling the
construction and must be supplemented with as-built
documentation after the completion of the work.
1.5 Scheduling of Work: PETRELLI shall provide VERNON's
authorized representative, no later than 09:00 a.m. on
Monday of each week, with a proposed plan and schedule of
work for the following week. VERNON's authorized
representative shall approve or make modifications to the
- 7 -
proposed plan and schedule no later than 2:00 p.m. on the
day that the schedule is provided. Once approved, the ,plan
and schedule shall be PETRELLI's authorization to perform
work during the following week. The timing of such
submittals and meetings may be changed by mutual agreement
between VERNON and PETRELLI's authorized representatives.
Concurrent with the submission of its proposed plan and
schedule, PETRELLI shall also submit a status report- and
the as,-built documents on the previous week's work.
1.6 Maintenance Schedule/Plan.
1.6.1 PETRELLI shall provide VERNON monthly maintenance
and inspection schedules identifying the location
and circuit name. PETRELLI shall maintain and
inspect the Electric System- pursuant to the
requirements of California Safety Orders No. 95,
128 and 165. The maintenance and inspection
schedule shall include the following:
¦ Insulator washing (transmission, distribution and
substations) .
¦ Street lighting inspection.
¦ Customer substation inspection.
¦ Manhole and underground cable inspection.
¦ Pole inspection and testing.
¦ Distribution circuit inspection.
¦ Transmission system inspection.
1.6.2 PETRELLI shall maintain a system database to track
and report inspection results and corresponding
- 8 -
repairs/correction.
1.6.3 All purchased tool, equipment, etc shall remain
property of City of Vernon and shall remain part of
inventory log in inventory database on current and
future purchase. Upon completion or termination of
contract, PETRELLI shall render all tools and i
equipment to City of Vernon.
1.7 Staffing Levels
1.7.1 To perform the foregoing services, PETRELLI shall
provide a minimum level of employee staffing with
pre-approval by Vernon and said staff shall be
dedicated to perform services on VERNON's Electric
System. The employee staffing is as follows:
Quantity Classification
1 General Manager
1 General Foreman
1 Electrical Engineer
3 Line Foreman
7 Lineman/Groundman
2 Apprentice
2 Troubleshooter
2 Substation Electricians
2 Clerk/Secretary
1 Warehouse
1 Warehouse Pre Fabrication
1 Mechanic
1 Maintenance Worker
25 .Total
- 9 -
PETRELLI may supplement this level of staffing with
pre-approval by VERNON, to the extent necessary to
perform such services. PETRELLI shall not increase
or decrease this level of staffing by adding or
deleting full-time employees without the prior
written approval of VERNON. In the event VERNON
wishes to increase or decrease the staffing level
provided for herein, VERNON shall be permitted to
do so upon providing one month written notice to
PETRELLI. PETRELLI may also supplement this level
of staffing through the use of subcontractors, if
pre-approved by VERNON, to the extent necessary to
perform such services; to the extent subcontractors
are authorized, PETRELLI may bill VERNON as a
straight pass through with no mark up of its cost
for such subcontractors. The scope of services may
also be increased or reduced by mutual agreement.
1.7.2 PETRELLI shall consult with VERNON and VERNON shall
have the right to consult with PETRELLI relating to
the qualifications of the employees who will be ~
assigned and dedicated to work on VERNON's Electric
System. At no given time shall PETRELLI have more
than two apprentice lineman/ground man on VERNON's
billable payroll.
1.7.3 PETRELLI shall keep a minimum of one full crew on
standby to respond during off hour emergencies.
Personnel on standby must respond to VERNON within
- 10 -
one hour of call out from Station A Dispatch.
PETRELLI shall bill VERNON two hours per day
"Straight Time" per employee on stand by schedule.
PETRELLI shall send a copy of standby .call out
sheet no later than 08:00 A.M. of each Monday.
1.8 PETRELLI shall not accept or bid for any work for .any of
VERNON's customers, unless VERNON provides, in its sole
discretion, advance written consent and agrees that such
work shall not constitute a conflict of interest.
1.9 PETRELLI agrees that it shall provide services and maintain
VERNON's Electric System for and on behalf of VERNON,
subject to and in accordance with good utility practice and
within the terms and provisions of this Agreement and
direction given by VERNON's authorized representatives.
PETRELLI shall .also respond to VERNON's requirements for
any and all VERNON city purposes and of all VERNON
customers, both present and future, of VERNON's Electric
System and shall provide safe, proper, efficient and
reliable services as provided under good utility practice.
1.10 An organization chart is attached hereto as Exhibit B.
Such exhibit may be revised from time to time in accordance
with section 1.7.1 of this Agreement.
3. FEES FOR SERVICES
3.1 For services provided by PETRELLI to VERNON pursuant to
this Agreement, VERNON shall pay PETRELLI in accordance
with the ,rates and charges set forth in Exhibit A,
"PETRELLI FEES FOR SERVICES," attached hereto. The rates
- 11 -
set forth in Exhibit A may only be increased during the
term of this. Agreement to the extent PETRELLI's costs rise
under the "California Outside Line Construction Agreement
between Western Line Constructors Chapter of N.E.C.A and
Local Union No. 47 AFL-CIO International Brotherhood of
Electric Workers."
3.2 To the extent the rates are increased and agreed upon by
VERNON pursuant. to this Section 3.1; PETRELLI shall revise
and replace Exhibit A to become part of this Agreement as
if originally attached on .the effective date. of this
Agreement.
3.3 VERNON shall only pay PETRELLI for the work performed under
this Agreement pursuant to the fees set forth in Exhibit A.
PETRELLI shall be responsible for paying the salaries of
its own employees, as well. as payment for all relevant
holidays, vacation time and other benefits. VERNON will.
not be responsible,. in any way, for the .payment of the
salaries or benefits for PETRELLI's employees.
4. BILLING AND PAYMENT
PETRELLI shall submit a monthly invoice to VERNON setting forth
the amount due for services. and itemizing amounts due for
expenses provided or incurred for the prior month. All work
order timesheets shall be included in the monthly .billing
detailing labor, material, and equipment. VERNON shall pay such
invoice within thirty days after receipt.
- 12 -
5. INDEPENDENT CONTRACTOR
PETRELLI shall .provide services to VERNON as an independent
contractor, not as an employee of VERNON, and shall obtain and..
maintain in effect, during the term of this Agreement,
appropriate licenses to provide the services described herein.
PETRELLI shall not have or claim any right arising from employee
status.
6. TERM OF AGREEMENT
6.1 This Agreement shall become effective on the date referred
I
to in the first paragraph of page 1 of this Agreement and,
unless terminated earlier in accordance with the terms of
this Agreement, shall be effective for a term of three
years.
6.2 Notwithstanding any other provision of this Agreement,
PETRELLI may terminate this Agreement without cause by
giving 90 days advance written notice to VERNON. VERNON may
terminate this Agreement without cause by giving 45 days
advance written notice to PETRELLI. VERNON may- also
terminate this Agreement upon 30 days written notice for
material breach of this Agreement by PETRELLI.
6.3 Upon termination of this Agreement, PETRELLI shall have no
further obligation to provide services to VERNON. If this
Agreement is terminated prior to completion of the services
to be provided hereunder, PETRELLI shall render a final
invoice for services to VERNON within thirty days after the
date of termination. VERNON shall pay PETRELLI for all
fees earned and expenses incurred prior to the date of
- 13 -
termination, subject to PETRELLI returning all tools and
equipment to VERNON, in accordance with Section 4 of this
Agreement.
7. INSURANCE
7.1. PETRELLI shall maintain in effect, at its own cost,
employer's liability insurance, comprehensive general
liability insurance (bodily injury and property damage) in
an amount equal to five million dollars ($5,000,000) annual
aggregate, and comprehensive automobile liability insurance
(bodily injury and property damage) in an amount equal to
five million dollars (5,000,000) annual aggregate. Said
insurance policy shall provide for thirty days written
notice prior to termination or change. VERNON and its
officers, employees and agents shall be named as additional
insureds on said policy.
7.2. PETRELLI shall comply with all applicable workers
compensation. laws.
7.3. In addition to the standard certificate of insurance, proof
of insurance will require for each policy, a notarized
letter from the underwriter or carrier certifying that the
coverage and statements in the standard certificate of
insurance (attached thereto) are true and correct and that
the signator is an officer authorized to so certify.
Alternatively, a copy of each policy certified by an
officer of the underwriter or carrier and notarized, may be
provided as ,proof of insurance.
- 14 -
8. LIABILITY
8.1. PETRELLI shall indemnify, defend and hold harmless VERNON,
its directors, officers, partners, employees and agents
from and against any and all liability, claims, demands,
damages, losses and expenses, including but not limited to
attorney's fees, resulting from negligent acts, errors or
omissions by PETRELLI or its subcontractors, in .the
provision of services pursuant to this Agreement.
Liability, claims, demands, damages, losses or expenses
resulting from negligent acts, errors or omissions, whether
active or passive, by VERNON, its directors, officers,
partners, agents, employees, or by others are excluded from
PETRELLI's obligations pursuant to this Section 8.1.
8.2. PETRELLI shall also indemnify, defend and hold harmless
VERNON, its directors, officers, partners, employees and
agents from and against any and all liability, claims,
demands, damages, losses and expenses, including but not
limited to attorney's fees, for injuries to person or
damage to property resulting from negligent acts, errors,
or omissions by PETRELLI, its directors, officers, agents
and employees in the provision of service hereunder.
Liability, claims, demands, damages, losses or expenses
resulting from negligent acts, errors, or omissions,
whether active or passive, by VERNON, its directors,
officers, partners,. agents, employees, or by others are
excluded from PETRELLI's obligations pursuant to this
Section 8.2.
- 15 -
8.3. Nothing in this Agreement shall be construed to create a
duty to, any standard of care with reference to, or any
liability to any person not a party to this Agreement.
9. AUTHORIZED REPRESENTATIVES
Within thirty calendar days after the date of execution of this
Agreement, each Party shall designate by written notice to the
other Party a representative who is authorized to act on its
behalf in the implementation of this Agreement and with respect
to those matters contained herein that are the functions and
responsibilities of the authorized representatives. Either
Party may at any time change the designation of its authorized
representative by written notice to the other Party.
10. OWNERSHIP OF DATA, INFORMATION AND DOCUMENTATION
All data and information collected and obtained by PETRELLI
relating to VERNON'S Electric System shall be the property of
VERNON and shall be stored and filed at the operations
headquarters located within the city limits of VERNON. PETRELLI
hereby relinquishes any and all claims of ownership to any and
all documents and/or information obtained in performing services
for VERNON .relating to VERNON's Electric System. .However,
PETRELLI may keep copies of such data, information and
documentation as necessary to perform services hereunder and
also for historical purposes. PETRELLI shall be prohibited from
using such data, information or documentation in any way adverse
to VERNON, other than for the purposes of litigation between
PETRELLI and VERNON pertaining to this Agreement or the services
provided hereunder..
- 16 -
11. CONFIDENTIAL INFORMATION
11.1. VERNON may provide PETRELLI, or allow PETRELLI access to,
certain information not available to the public
concerning, but not limited to VERNON, or businesses
located in VERNON. The information may include, but is
not limited to, company information, taxes, sales, value
of assets, utility usage or other such information. All
such information shall be known as "Confidential
Information" and may not be used to circumvent the
responsibility of either Party to this Agreement.
11.2. Except as expressly permitted, PETRELLI 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, whether corporate, governmental or individual,
without the express prior written consent of VERNON.
PETRELLI shall return any written Confidential Information
and all copies made of such items, to VERNON upon VERNON's
written request,' but in any event not later than thirty
days of the date that PETRELLI has performed all services
to be performed pursuant to this Agreement. PETRELLI
hereby agrees that such Confidential Information and any
documents provided may be used by PETRELLI only as
authorized by VERNON. PETRELLI shall take reasonable
measures to avoid any disclosure of any such Confidential
Information to any unauthorized person.
- 17 -
11.3 PETRELLI shall immediately notify VERNON of any court
order or subpoena requiring disclosure of Confidential
Information, and shall cooperate with legal counsel in the
appeal or challenge of any such order or subpoena.
PETRELLI may only disclose Confidential Information
required to be disclosed pursuant to court order or
subpoena after legal counsel has exhausted any lawful and
timely appeal or challenge.
11.4 In addition to any other remedies that it may have at law
or in equity, VERNON shall be entitled to a temporary and
permanent injunction by a court of competent jurisdiction
against any breach or threatened breach of the
Confidential Information provisions of this Agreement.
PETRELLI acknowledges that in case of such breach or
threatened breach of said provisions, VERNON would have no
adequate remedy at law.
12. SUCCESSORS IN INTEREST
This Agreement shall be binding on each Party's successors in
interest, including their heirs, legatees, assignees and legal
representatives. This Agreement shall not be assigned by
PETRELLI unless VERNON consents to such an assignment, in
writing, which consent shall be at VERNON's sole discretion, in
which event this Agreement shall inure to the benefit of its
successor in interest. In the event of a change in ownership of
PETRELLI, VERNON reserves the right, in its sole discretion, to
terminate the Agreement by providing notice within thirty days
- 18 -
of receipt of a written notice by PETRELLI that a sale has
occurred.
13. FORCE MAJEURE
Neither Party shall be considered to be in default. in the
performance of any of its obligations under this Agreement
(other than obligations of said Party to pay costs and expenses)
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,
sabotage, restraint by court order or public authority, and
action or non-action by or inability to obtain the necessary
authorization or approvals from any governmental agency or
authority, which by exercise of due diligence such Party could
not reasonably have been expected to avoid and which by exercise
of due diligence it has been unable to overcome. If PETRELLI
i
notifies VERNON that it will be unable to perform services
hereunder as a result of an uncontrollable force, VERNON may, at
its option, use its own staff or other contractors to perform
such services at VERNON's expense, in which case VERNON shall
compensate PETRELLI only for those employees of PETRELLI that
are available to work for VERNON. Either Party rendered unable
~I
to fulfill any of its obligations under this Agreement by reason
of an uncontrollable force shall give prompt written notice of
such fact to the other Party and shall exercise due diligence to
remove such inability with all reasonable dispatch.
- 19 -
14. WAIVER
Any waiver at any time by either Party of its rights with
respect to a default under this Agreement, or with respect to
any other matters arising in connection with this Agreement,
shall not be deemed a waiver with respect to any subsequent
default or other matter.
15. SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be
otherwise, the duties, obligations, and liabilities of the
Parties are intended to be several and not joint or collective.
Nothing contained in this Agreement shall be construed to create
an association, trust, partnership or joint venture or impose a
trust or partnership duty, obligation or liability on or with
regard to either Party. Each Party shall be individually and
severally liable for its own obligations under this Agreement.
16. AMENDMENT
All changes or modifications to this Agreement shall be in
writing and signed by both Parties.
17. DEFAULT
In the event PETRELLI commits a breach of a material condition
of this Agreement, VERNON shall notify PETRELLI in writing of
said breach. If PETRELLI has not cured or begun reasonable
efforts to cure immediately after receiving said notice, and
fails to diligently pursue corrective action, VERNON shall have
the right to cancel this Agreement by giving 30 days' written
notice as provided in Section 6.2 hereinabove or seek any other
remedy against PETRELLI that it may have under the Agreement or
- 20 -
under the law. Among other things, PETRELLI shall be deemed to
be in default under this Agreement if PETRELLI files for
bankruptcy or another person or entity institutes against
PETRELLI a bankruptcy, reorganization, moratorium, liquidation
or similar insolvency proceeding or other relief under any
bankruptcy or insolvency law affecting creditor's rights or a
petition is presented or instituted for its winding-up or
liquidation.
18. NOTICES
18.1 Any notice, demand, information, invoice, report or item
otherwise required, authorized or provided for in this
Agreement, unless otherwise specified herein, shall be
deemed properly given if delivered in person or sent by
United States Mail, First Class postage prepaid:
To PETRELLI: PETRELLI ELECTRIC, INC.
11615 Davenport Road
Agua Dulce, California 91390
Attn: Sal Petrelli
To VERNON: CITY OF VERNON
4305 Santa Fe Avenue
Vernon, California 90058
Attn: Director of Light and Power
i
~I
Copy to: Attn: City Attorney
I
- 21 -
18.2 All notices shall be deemed effective upon receipt by the
Party to whom such notice is given. Either Party may, at
any time, by notice to the other Party, designate
different or additional persons or different addresses for
the giving of notices hereunder.
19. GOVERNING LAW
This Agreement shall be construed and interpreted according to,
and the rights of the Parties shall be governed by, the laws of
the State of California.
20. ENTIRE AGREEMENT
20.1 This Agreement constitutes the complete and final
expression of the agreement of the Parties and is intended
as a complete and exclusive statement of the terms of
their agreements and supercedes all prior and
contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements
that may have been made in connection with the subject
matter hereof .
20.2 The following exhibits attached hereto are incorporated by
reference as if fully set forth herein:
Exhibit A: PETRELLI FEES FOR SERVICES
Exhibit B: VERNON- PETRELLI - ORGANIZATION CHART
21. SEVERABILITY
If any of the provisions of this Agreement are found or deemed
by a .court of competent jurisdiction to be invalid or
unenforceable, they shall be considered severable from the
- 22 -
remainder of this Agreement and shall not cause the remainder to
be invalid or unenforceable.
- 23 -
22. SIGNATURE CLAUSE I~
The signatory hereto represent that they are authorized to enter
into this Agreement on behalf of the Party for whom they sign.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by and through their authorized officers on the date,
month and year first written above.
CITY OF VERNON
a California Corporation
By:
~~6itT3-:~-C---P~l-A ~E~C' , Mayor
HILARIO GONZALES
ATTEST:
Manuela Giron, City Clerk
APP OVED TO FORM:
Je A. arrison, City Attorney
PETRELLI ELECTRIC, INC.
a California Corporation
By:
Cind Petrelli
Title: President
a-° "
By
al Petrelli
Title: Secretary
- 24 -
EXHIBIT A
EXHIBIT A
PETRELLI ELECTRIC FEES FOR SERVICE
A. HOURLY LABOR RATER PER CLASSIFICATION
CLASSIFICATION STRAIGHT TIME DOUBLE TIME
MANAGER $99.00 $168.00
GENERAL FOREMAN $99.00 $168.00
FOREMAN $94.00 $158.00
ELECTRICAL ENGINEER $94.00 $158.00
LINEMAN $90.00 $148.00
TROUBLESHOOTERS $90.00 $148.00
II
SUB STATION TECHS $84.00 $136.00 '
GROUNDMAN $72.00 $110.00
APRENTICE STEP 1 $68.00 $106.00
APRENTICE STEP 2 $66.00 $104.00
APRENTICE STEP 3 $64.00 $102.00
APRENTICE STEP 4 $62.00 $100.00
OPERATOR /MECHANIC $78.00 $124.00
MAINTENANCE $72.00 $122.00
SUBSISTENCE FOR ABOVE $50.00 PER DAY
SECRETARY $47.00 $70.50
B. MONTHLY EQUIPMENT RATES
EQUIPMENT MONTHLY RATE
FLATBED /SERVICE TRUCK $1,680.00
ALTEC 4065 DERRLCK $6,560.00
ALTEC 947 DERRICK $5,280.00
A-1
EXHIBIT "A"
ALTEC AM855 BUCKET $5,120.00
ALTEC AM900 BUCKET $5,440.00
ALTEC TA-50 $5,120.00
ALTEC A77TE93 BUCKET $6,880.00
ALTEC 35 TON CRANE $7,420.00
SUBSTATION TRUCK $1,940.00
EQUIPMENT HOURLY RATE
TECO V7-75 BUCKET $51.00
PJ400-60' DERRICK $63.00
HOGG DAVIS WIENER HOUND $12.00
BULL WHEEL TENSIONIER TRAILER $48.00
7600 INT'L TRACTOR $278.00
TRAILER LOWBED
F-750 FLATBED $17.00
ALTEC INSULATOR $22.00
WASHER TRAILER
HOGG DAVIS 985 $23.00
SHERMAN REILLY PT3366 PULLER $70.00
ARROW BOARD $21.00
SHERMAN REILLY DUCT DAWG UNDERGROUND PULLER $85.00
FUEL FOR ABOVE HOURLY RATE VEHICLES ONLY WILL BE PROVIDED BY
PETRELLI ELECTRIC, INC.
C. MATERIALS AND SUPPLIES
City shall normally provide all materials and supplies required for major and routine work by
Contractor. Contractor shall provide all materials and supplies required by Contractor which are not
supply by City in addition to those which Contractor is requested by City to supply. Before
purchasing materials or supplies, Contractor shall check with City and obtain approval from City to
assure that such materials or supplies are not available from City.
A-2
EXHIBIT "A"
City shall compensate Contractor for all expenses incurred for such materials and supplies required
to perform all services to maintain the electric services in a safe and reliable manner.
Contractor will bill City 5% mark-up for the costs of the materials and supplies purchased by the
Contractor.
D. SUBCONTRACTORS
Contractor may supplement major and emergency work with subcontractors to complete work or
restore electric service. Subcontractors must be hired with pre-approval by City.
E. BILLING AND PAYMENT
Contractor shall submit a monthly statement to City setting forth the amount due for services and
itemizing amounts due for materials and equipment. City shall pay the full amount of such
statement within thirty (30) -days after receipt.
I
A-3
EXHIBIT "A"
EXHIBIT B
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CITY CLEF?K DISTf~i0UTI0N
STAFF REPORT
LIGHT & POWER
DATE: April 8, 2009
TO: Mayor-and City Council
FROM: Donal O'Callaghan, Director of Light & Powe~
RE: ELECTRIC SYSTEM MAINTENANCE AGREEMENT BETWEEN THE CITY OF
VERNON AND PETRELLI ELECTRIC, INC.
The Light & Power Department has completed re-negotiation of the Electric Maintenance
Agreement with Petrelli Electric, Inc. and hereby recommends that the City of Vernon enters into
this new agreement with Petrelli Electric, Inc. The attached Electric System Maintenance
Agreement between the City of Vernon and Petrelli Electric, Inc. is fora three year period:
The agreement covers the day to day operations of the City's. transmission and distribution
system. Petrelli Electric, Inc. will support all services and maintain-the City's electric system in
a safe and reliable- condition. Petrelli Electric, Inc. will perform high voltage switching, routine
and emergency repairs, substation work, and maintenance and capital construction on Vernon's
electric system. Petrelli. Electric, lnc. will also support the City by responding to emergency
calls, troubleshooting calls, or service calls after working hours.
The City will purchase all major equipment and materials required for construction and
..maintenance, however, in the event that the City does not purchase the material, Petrelli
Electric, Inc. may be required to purchase raw materials and/or equipment at a 5% markup
The City may terminate the agreement for failure to perform within. 30 days notice, or "at will"
.with 45 days written notice. Petrelli .Electric, Inc. may terminate the agreement with' 90 days
written notice.
If you have any questions, please call me at extension 834.
DOC:rmt
Attachments (2)
c Judy Lehr
Project Control
Document Control
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday; Apri120, 2009 2:50 PM
To: Juarez, Debbie
Subject: RE: Insurance for Petrelli Electric
Current insurance on file for Petrelli.
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia a,ci..vernon.ca.us
From: Juarez, Debbie
Sent: Monday, April 20, 2009 2:49 PM
To: Barcia, Ana
Subject: Insurance for Petrelli Electric
Please let me know if you have current insurance for Petrelli. The agreement was approved today by Council
through Res. No. 9917. Thank you.
~De6oraFi Suarez
1~cords ~YlarutgementAssistant
City of Vernon -City CCerk's Office
430SSanta ~FeAvenue
Vernon, CA 9UUS8
(323 583-8811
4/20/2009
�V/
Juarez, Debbie
From: Juarez, Debbie
Sent: Thursday, March 22, 2012 8:16 AM
To: Fandino, Carlos; Hunter, Audra; Tolmasoff, Tania
Subject: Petrelli Notification
Attachments: CC APPROVED ITEM 03-20-12 - PETRELLI EILECTRIC.PDF
Hello. Here's a copy of the staff report confirming that the item was approved on 03/20/12.
Please see that the City Clerk receives a copy of the notification letter being sent to
Petrelli Electric. Thank you.
1
RECEIVED
MAR 13 Z012
CITY CLERKS OFFICE
.ffiaffia� RE El E
4P
0 6/c// / '�
:st- d 9 -eo MAR 12 2012
STAFF REPORT
LIGHT & POWER
DATE: March 12, 2012
TO: Honorable Mayor and City Council
FROM: Carlos Fandino Jr., Director of Light & Powe
RE: Petrelli Electric, Inc. Electric System Maintenance Agreement
PURPOSE
CITY ADMINISTRATION
The Electric System Maintenance Agreement between Petrelli Electric, Inc. and the City
of Vernon will expire April 20, 2012. A request for proposal (RFP) is being processed
for public viewing to provide the opportunity to other qualified contractors to bid for the
electric system maintenance contract. Should the RFP not be completed before the
expiration date of the present agreement, Petrelli Electric, Inc. would be requested to
continue services on a month -to -month basis until such time the RFPs are reviewed and
a qualified vendor is selected.
RECOMMENDATION
It is recommended that a notification letter be submitted to Petrelli Electric, Inc.,
requesting their services to be continued on a month -to -month basis until such time the
RFP is completed, and the selection of the most qualified vendor is determined. It is
further recommended that this item be placed on the agenda for City Council
consideration at the March 21, 2012 meeting.
CRF:ah
Juarez, Debbie I
From: Juarez, Debbie
Sent: Monday. March 26, 2012 12:26 PM
To: Hunter, Audra
Subject: FW: Petrelli Notification
Attachments: CC APPROVED ITEM 03-20-12 - PETRELLI ELECTRIC.PDF
Hi Aud. If you have sent the letter notifying Petrelli Electric of the approved month -to -
month services, please send me a copy for the file. Thank you.
Deborah Juarez
Records Management Assistant
City of Vernon - City Clerk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
----- Original Message -----
From: Juarez, Debbie
Sent: Thursday, March 22, 2012 8:16 AM
To: Fandino, Carlos; Hunter, Audra; Tolmasoff, Tania
Subject: Petrelli Notification
Hello. Here's a copy of the staff report confirming that the item was approved on 03/20/12.
Please see that the City Clerk receives a copy of the notification letter being sent to
Petrelli Electric. Thank you.
I
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