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Resolution No. 2010-113RESOLUTION NO. 2010-113 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES RELATED TO THE LEONIS SUBSTATION 7KV GROUND FAULT DETECTION PROJECT WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and Operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City desires to obtain the services of a qualified engineering firm to provide engineering services and equipment related to the Leonis Substation 7KV ground fault detection project (the "Services"); and WHEREAS, the Interim Director of Light & Power has determined that Palsons Electrical Engineering Services, Inc. ("Palsons") is qualified and capable of providing the Services; and WHEREAS, by memo dated August 4, 2010, the Interim Director of Light & Power recommends the City enter into an agreement setting forth the terms and conditions under which Palsons will provide the Services (the "Agreement") and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (b)(1) and (b)(7) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Palsons to provide the specialized engineering services and equipment required for the Leonis Substation 7KV ground fault detection project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon does hereby find and determine that the recitals contained hereinabove are true and correct. SECTION 2: The.City Council of the City of Vernon hereby approves the Agreement, a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Agreement for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Agreement to Palsons. 2 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 16th day of August, 2010. ATT ST: Ak Wil and G. uch', City.Clerk Hilario Gonzales Name: _ Title: Mayor _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2010-113, was duly passed, approved and adopted by the City Council. of the City of Vernon,at a regular meeting of the City Council duly held on Monday, August 16, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem-of the City of Vernon. Executed this day of August2010, at Vernon, California. Z, / , / / 'Z�" - (SEAL) 4 EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES COVER PAGE Contractor: Palsons Electrical Engineering Services, Inc. Responsible Principal of Contractor: Charles,Palencia, P.E. Notice Information - Contractor: Palsons Electrical Engineering Services, Inc. 7372 Walnut Ave. Unit "C" Buena Park, California 90620 Attention: Charles Palencia, P.E. Phone: (714) 523-5927 Facsimile: (714) 523-2166 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Ali Nour, P.E. Engineering Manager Telephone: (323) 583-8811 ext. 316 Facsimile: (323) 826-1458 Commencement Date: September 1, 2010 Termination Date: April 30, 2011, unless extended pursuant to Section 1 Consideration: Total not to exceed $302,013.00 (includes all applicable sales tax); and more particularly described in Exhibit B Records Retention Period 3 12720-0001\1188577v2 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date'), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Palsons Electrical Engineering Services, Inc., a California corporation ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain electrical engineering services provided as more fully set forth in the Scope of Services, attached hereto -and -incorporated herein -as -Exhibit A. - - - - B, Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the.event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar circumstances and in a manner reasonably satisfactory to City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, is officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this paragraph. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. .(a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services as well as for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover,Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible r Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel (a) All persons performing the services under this Agreement shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license. Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 9. Contractor's Duties and Representations. Contractor represents, Covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. in the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, 4 to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, floor plans, designs, maps, surveys, drawings, models, reports, logs, documents, materials or other information developed or created by Contractor, received by Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's Covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: L was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 14. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for the Records Retention Period designated on the Cover Page. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make 5 copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities, Section 15. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue,compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 16. Indemnification. Contractor will defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. In addition to the foregoing, Contractor shall indemnify, defend and hold free and harmless the City and the City's officers, officials, employees, agents, and volunteers from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or willful misconduct of the Contractor, or any of the Contractor's officials, officers, agents, employees or volunteers, in the performance of professional services pursuant to this Agreement. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 17. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect the City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees, or agents. Further, Contractor agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. T (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Bests Insurance Guide. (g) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (h) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (i) The insurance provided by Contractor shallbe primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. Q) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 18. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the Arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the 7 Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 20. Attorneys Fees. 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. Section 21. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 22. Entire Agreement and ModVications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between City, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 23. Waiver. 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 whether of the same or other covenant or condition; 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. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 24. Force Maieure. Neither party shall be considered in default of 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 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. Section 25. City Not Obligated.to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 26. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information •- Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. 8 Section 27. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 28.. Headings. Headings used in this Agreement are for convenience reference only and shall not affect the interpretation of the Agreement. Section 29. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 30. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 31. Authority To Execute This Agreement The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. 9 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Palsons Electrical Engineering Services, Inc., and California municipal corporation a California corporation r By: By: Mayor / Mayor Pro-Tem Name- Title: `�oZ�s, r��► r ATTEST: WILLARD YAMAGUCHI, City Clerk APPROVED AS TO FORM: LAURENCE S. WIENER, City Attorney By: Name: Title: 10 EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor will perform the following work for at the Leonis Substation, pursuant to the Specifications outlined below and all other requirements set forth in this Agreement: 1. Provide all necessary engineering, design, and relay testing and programming to effectively implement an enhanced high resistance ground fault protection system to detect and clear high resistance ground faults. 2. Provide all protective relays, electronic devices, mounting hardware, test switches wiring and panels as described in the Specifications. 3. Provide City with all documentation, drawings, and electronic files as described in the Specifications. 4. Modify, as needed, existing City drawings and system level drawings related to the project. SPECIFICATIONS Contractor shall: 1. Replace all of the existing feeder relays and feeders 58 — 69; 2. Replace the Transformer 7KV Main and Reserve protection and bus tie protection. All drawings, calculations, design, and engineering work will be performed by a California registered electrical engineer. All drawings and calculation documents shall be stamped and signed by this engineer. All electrical devices, components, and panels shall be Underwriter Laboratories ("UL") listed. Relay Panel Specification Contractor shall engineer, design, test, and program the following relay panels: 1. Protection Panel #1: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and,fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 2. Protection Panel #2: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 3. Protection Panel #3: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 4. Protection Panel #4: Main/Reserve/Bus Tie Protection — 3 SEL 451 Relays (One SEL 451 Relay will be a spare). 1 SEL 3530 RTAC Real Time Automation Controller. Panel will contain all wiring, test switches, and fuse protection required for relay operation. 11 Contractor shall enclose all panels in a Hoffman electronic enclosure and deliver the panels completely tested with all the necessary relay test switches, wiring, mounting hardware and additional electric and electronic components not listed. Protgction reguir ement documents Each SEL'Protective relay will require a set of protection requirement documents outlining the relay protection element and logic requirements and settings. The documents for the SEL 451 relays and SEL 3530 RTAC Real Time Automation Controller shall include all protective elements for high resistance ground fault detection and clearing as well as any additional elements required. This document shall be submitted in hard copy and saved to a file (on a CD) and submitted to the City. All relay RDB files shall also be saved on a CD and submitted. Design Engineering and Associated Calculations All new protective element settings will require a study and analysis of existing settings for proper coordination All necessary studies and calculations justifying relay protective element settings will be included in the protection requirement documents submitted to the City. Each document shall also include diagrams and relay curve plots for element setting justification. These relay curve plots shall be performed using proper software specially designed for power system analysis (ETAP). Project Drawings Contractor shall create and provide City with complete drawing diagrams outlining the 1 and 3 line AC and DC relay connections, as well as relay and panel interconnections wiring diagrams shall be submitted. The drawings shall include: a. AC Elementary Diagrams 1. Current Transformer inputs 2. Voltage Transformer Inputs 3. Relay and Control bus power sources 4. Additional.components not listed b. DC Elementary Diagrams 1. Breaker Close and Open controls 2. Breaker status inputs 3. Breaker trip coil status 4. Breaker status lights 5. Additional components not listed c. Wiring Diagrams 1. Relay Panel Wiring 2. Panel interconnection wiring 3. Field connection wiring 4. Component wiring S. Additional components not listed 12 Additional Protect Documents Aside from the new diagrams to be created, existing City 1 line and 3 line diagrams must be analyzed and edited to include all new equipment and wiring. All drawings shall be submitted to City for review and approval. All drawings shall be created in, and provided in ACAD format. Contractor shall also provide City with the following additional project documents: 1. 0 & M manual consisting of narrative, factory testing and system testing. 2. Complete bill of materials for the furnished system and components. 13 EXHIBIT B EXHIBIT B PAYMENT SCHEDULE Contractor shall invoice City for the "Billing Dollars" amount listed in the table below after completing each Task listed in the table. Invoices shall include the date the Task was completed. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. LEONIS SUBSTATION 7 KV GROUND FAULT DETECTION PROJECT TASK DEADLINE BILLING PERCENTAGE BILLING DOLLARS TASK DESCRIPTION September 2010 30.00% $90,603.90 PURCHASE EQUIPMENT October 2010 10.00% $30,201.30 MANUFACTURE PANEL 1 AND 2 November 2010 10.00% $30,201.30 DELIVER PANEL 1 AND 2 LEONIS; MANUFACTURE PANEL 3 AND 4 December 2010 10.00% $30,201.30 DELIVER LEONIS PANEL 3 AND 4 January 2011 10.00% $30,201.30 INSTALLATION AND WIRING February 2011 10.00% $30,201.30 INSTALLATION AND WIRING March 2011 15.00% $45,301.95 FINAL COMMISSIONING 5% WITHHELD 5.00% $15,100.65 SUBMIT AS BUILT DOCUMENTS GRAND TOTAL 100.00% $302,013.00 14 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 August 18, 2010 Palsons Electrical Engineering Services Attn: Charles Palencia, P.E. 7372 Walnut Avenue, Unit "C" Buena Park, CA 90620 Re: Electrical Engineering Services Dear Mr. Palencia: The insurance requirements have been met. Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on August 16, 2010, through Resolution No. 2010-113. If you have any questions regarding this matter, please call Mr. Ali Nour at 323/583-8811 ext. 316. Very ly yours, WILLARD G. A U City Clerk WGY:dj Enclosure c: Carlos Fandino Ali Nour Purchasing Department Resolution No. 2010-113 Agreement File No. 10-055 Exc(usivefy Industriaf SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES COVER PAGE Contractor: Palsons Electrical Engineering Services, Inc. Responsible Principal of Contractor: Charles Palencia, P.E. Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period Palsons Electrical Engineering Services, Inc. 7372 Walnut Ave. Unit "C" Buena Park, California 90620 Attention: Charles Palencia, P.E. Phone: (714) 523-5927 Facsimile: (714) 523-2166 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Ali Nour, P.E. Engineering Manager Telephone: (323) 583-8811 exit. 316 Facsimile: (323) 826-1458 September 1, 2010 April 30, 2011, unless extended pursuant to Section 1 Total not to exceed $302,013.00 (includes all applicable sales tax); and more particularly described in Exhibit B r' 12720-0001\1188577v2 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES THIS AGREEMENT is made and entered into as � - / 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Palsons Electrical Engineering Services, inc., a California corporation ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain electrical engineering services provided as more fully set forth in the Scope of Services, .attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified. and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. - (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. if City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty(30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance, of those additional services, (b) . Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under Similar circumstances and in a manner reasonably satisfactory to City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by It or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, 2 officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this paragraph. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services as well as for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel. (a) All persons performing the services under this Agreement shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business lictense. Section 8, Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 9. Contractor's Duties and Representations. Contractor represents, Covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner.. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, 4 to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status Disclosure of Information. (a) Confidential Status; Disclosure of Information.. All data, floor plans, designs, maps, surveys, drawings, models, reports, logs, documents, materials or other information developed or created by Contractor, received by Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally, required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's Covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 14. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for the Records Retention Period designated on the Cover Page. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities, Section 15. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 16. Indemnification. Contractor will defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers,' officials, employees, agents, or volunteers. In addition to the foregoing, Contractor shall indemnify, defend and hold free and harmless the City and the City's officers, officials, employees, agents, and volunteers from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or willful misconduct of the Contractor, or any of the Contractor's officials, officers, agents, employees or volunteers, in the performance of professional services pursuant to this Agreement. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 17. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement cant', maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement cant', maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect the City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees, or agents. Further, Contractor agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. C1 (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B*; VII in the latest edition of Bests Insurance Guide. (g) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (h) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (i) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. 0) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 18. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the 7 Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 20. Attorneys Fees. 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. Section 21. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 22. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between City, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 23. Waiver. 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 whether of the same or other covenant or condition; 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. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 24. Force Maieure. Neither party shall be considered in default of 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 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. Section 25. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 26. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. 8 Section 27. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 28. Headings. Headings used in this Agreement are for convenience reference only and shall not affect the interpretation of the Agreement. Section 29. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 30. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 31. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. E IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Palsons Electrical Engineering Services, Inc., and California municipal corporation a California corporation r By: �,�- z�.�c By: Mayor / Mayor Pro-Tem Name -C- A ,-, Title:�s, r�ej�AT APPR VED A FORM: A— LAURENCE S. WIENER, City Attorney By: Name: Title: 10 r EXHIBIT A EXHIBIT A SCOPE OF SERVICES Contractor will perform the following work for at the Leonis Substation, pursuant to the Specifications outlined below and all other requirements set forth in this Agreement: 1. Provide all necessary engineering, design, and relay testing and programming to effectively implement an enhanced high resistance ground fault protection system to detect and clear high resistance ground faults. 2. Provide all protective relays, electronic devices, mounting hardware, test switches wiring and panels as described in the Specifications. 3. Provide City with all documentation, drawings, and electronic files as described in the Specifications. 4. Modify, as needed, existing City drawings and system level drawings related to the project. SPECIFICATIONS Contractor shall: 1. Replace all of the existing feeder relays and feeders 58 — 69; 2. Replace the Transformer 7KV Main and Reserve protection and bus tie protection. All drawings, calculations, design, and engineering work will be performed by a California registered electrical engineer. All drawings and calculation documents shall be stamped and signed by this engineer. All electrical devices, components, and panels shall be Underwriter Laboratories ("UL") listed. Relay Panel Specification Contractor shall engineer, design, test, and program the following relay panels: 1. Protection Panel #1: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 2. Protection Panel #2: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 3. Protection Panel #3: Feeder Protection - 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 4. Protection Panel #4: Main/Reserve/Bus Tie Protection — 3 SEL 451 Relays (One SEL 451 Relay will be a spare). 1 SEL 3530 RTAC Real Time Automation Controller. Panel will contain all wiring, test switches, and fuse protection required for relay operation. I Contractor shall enclose all panels in a Hoffman electronic enclosure and deliver the panels completely tested with all the necessary relay test switches, wiring, mounting hardware and additional electric and electronic components not listed. Protection reg4ilMment documents Each SEL Protective relay will require a set of protection requirement documents outlining the relay protection element and logic requirements and settings. The documents for the SEL 451 relays and SEL 3530 RTAC Real Time Automation Controller shall include all protective elements for high resistance ground fault detection and clearing as well as any additional elements required. This document shall be submitted in hard copy and saved to a file (on a CD) and submitted to the City. All relay RDB files shall also be saved on a CD and submitted. Design Engineering and Associated Calculations All new protective element settings will require a study and analysis of existing settings for proper coordination. All necessary studies and calculations justifying relay protective element settings will be included in the protection requirement documents submitted to the City. Each document shall also include diagrams and relay curve plots for element setting justification. These relay curve plots shall be performed using proper software specially designed for power system analysis (ETAP). Project Drawings Contractor shall create and provide City with complete drawing diagrams outlining the 1 and 3 line AC and DC relay connections, as well as relay and panel interconnections wiring diagrams shall be submitted. The drawings shall include: a. AC Elementary Diagrams 1. Current Transformer inputs 2. Voltage Transformer Inputs 3. Relay and Control bus power sources 4. Additional components not listed b. DC Elementary Diagrams 1. Breaker Close and Open controls 2. Breaker status inputs 3. Breaker trip coil status 4. Breaker status lights 5. Additional components not listed c. Wiring Diagrams 1. Relay Panel Wiring 2. Panel interconnection wiring 3. Field connection wiring 4. Component wiring 5. Additional components not listed 12 Additional Project Documents Aside from the new diagrams to be created, existing City 1 line and 3 line diagrams must be analyzed and edited to include all new equipment and wiring. All drawings shall be submitted to City for review and approval. All drawings shall be created in, and provided in ACAD format. Contractor shall also provide City with the following additional project documents: 1. Q & M manual consisting of narrative, factory testing and system testing. 2. Complete bill of materials for the furnished system and components. 13 EXHIBIT B PAYMENT SCHEDULE Contractor shall invoice City for the "Billing Dollars" amount listed in the table below after completing each Task listed in the table. Invoices shall include the date the Task was completed. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. LEONIS SUBSTATION 7 KV GROUND FAULT DETECTION PROJECT TASK DEADLINE BILLING PERCENTAGE BILLING DOLLARS TASK DESCRIPTION_ September 2010 30.00% $90,603.90 PURCHASE EQUIPMENT October 2010 10.00% $30,201.30 MANUFACTURE PANEL 1 AND 2 November 2010 10.00% $30,201.30 DELIVER PANEL 1 AND 2 LEONIS; MANUFACTURE PANEL 3 AND 4 December 2010 10.00% $3.0,201.30 DELIVER LEONIS PANEL 3 AND 4 January 2011 10.00% $30,201.30 INSTALLATION AND WIRING February 2011 10.00% $30,201.30 INSTALLATION AND WIRING March 2011 15.00% $45,301.95 FINAL COMMISSIONING 5% WITHHELD 5.00% $15,100.65 SUBMIT AS BUILT DOCUMENTS GRAND TOTAL 100.00% $302,013.00 14 -12 Lwli f at rVrWCR RECEIVED DATE August 4, 2010 C", TO: Honorable and Mayor City Council v v l FROM: Carlos Fandino, Interim Director of Light & Power 1 RE: Capital Improvement Project - Implementation of 7KV Ground Fault Detection Mechanism at the Leonis 'Substation Purpose: To install solid state electronic relaying devices at the Leonis Substation to systematically detect 7 KV,ground fault currents resulting from downed circuit conductors Palsons Electrical Engineering Services, Inc. has 'delivered a comprehensive scope of work to`engineer, build and deliver the needed devices. Rhino Construction Services, Inc. has delivered a comprehensive scope of work to provide construction services to construct and complete the project. Recommendation I am recommending the approval of the agreement between the City of Vernon and Palsons Electrical Engineering Services, Inc. for electrical engineering services; and the agreement between the City of Vernon and J.M. Crew, Inc., dba Rhino Construction Services, for electrical work to complete the 7 KV Ground Fault Detection Project I recommend that the two contracts be addressed on the August 16, 2010 Agenda and be approved by the City Council. Fiscal Impact: This service was itemized for consideration in the 2010/20/1 Capital Improvement Budget request and identified as System v AUG 0 5 '2010 I 0C) Staff Report Page 2 of 2 Improvement. The fiscal impact is a not -to -exceed amount of $467,013.00, including; parts, labor, equipment, taxes and fees. CF: an C: Ali Nour Project Control Document Control- Leonis Substation CITY ATTORNEYS OFFICE MEMORANDUM TO: Ali flour; Engineering Manager FROM: Diana Varat, Assistant City Attorney cc: Laurence S. Wiener, City Attorney BATE: August 4, 201 SuB)ECT: Agreements with Palsons Electrical Engineering Services lnc. and J.M. Crew Inc. for Leonis Substation Upgrades - Approved as to Foam The City Attorney's Office has reviewed the agreements with Palsons Electrical Engineering Services Inc. and J.M. Crew Inc. dba Rhino Construction Services to engineer and implement the 7KV Ground. Fault Detection System at the Leonis Substation, and has approved them as to form. F INTEROFFICE MEMORANDUM Light & Power Department DATE: July 27, 2010 TO; Donal O'Callaghan, Director of Light & Power "It, FROM: Ali Nour, Engineering Manager SUBJECT: Leonis Substation 7 KV Ground Fault Detection Capital Project - Public Safety & Reliability Improvement The existing 7 KV Leonis Substation feeders are currently equipped with 50 years old conventional ground fault detection relays conceptually capable of de -energizing faulty phase conductors. These relays are only effective under certain conditions; otherwise, they fail to detect low magnitude ground fault electric current in the field. Under certain atmospheric conditions, a faulty phase conductor can remain energized particularly if it is in contact with high impedance surfaces such as grass, clay and concrete which act as an insulator denying the existing relays to detect low magnitude ground fault current. This condition poses a danger to human life and can result in property damages. It has become a common practice for electric utilities owning similar fault detection relaying systems to replace the existing with more sophisticated intelligent devices .capable of detecting ground faults at low magnitudes. The Engineering Division has conducted its due diligence and has prepared a capital improvement project to address the 7 KV ground fault improvement at Leonis Sub. The project consists of acquiring the services of Palsons Engineering to deliver relays and racks and Rhino Construction to perform the construction for this improvement. Under the direction of the Engineering Division, Palsons Electrical Engineering Services Inc. and Rhino Construction Services Inc. will engineer, build, construct and commission a new set of solid state relays for Leonis sub. Both contractors have prepared scope of work and offered firm pricing and a timetable that meet L&P's needs. The total implementation cost for Leonis Sub is $b�.013.00. This safety and reliability capital improvement project is identified in 2010/2011 budget. Attached are the proposals submitted by Palsons Engineering and Rhino Construction. At this point, I request your authorization to ask City Attorney to draft agreements for Palsons and Rhino with the City to cover this Capital Improvement Project. Should you need additional information, please let me know. ARN/ SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES COVER PAGE Contractor: Palsons Electrical Engineering Services, Inc. Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period Charles Palencia, P.E. Palsons Electrical Engineering Services, Inc. 7372 Walnut Ave. Unit "C Buena Park, California 90620 Attention: Charles Palencia, P.E. Phone: (714) 523-5927 Facsimile: (714) 523-2166 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Ali Nour, P.E. Engineering Manager Telephone: (323) 583-8811 ext. 316 Facsimile: (323) 826-1458 September 1, 2010 April 30, 2011, unless extended pursuant to Section 1 Total not to exceed $302,013.00 (includes all applicable sales tax); and more particularly described in Exhibit B 3 12720-0001 \ 1188577v2 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES THIS AGREEMENT is made and entered into as of , 2010 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Palsons Electrical Engineering Services, Inc., a California corporation ("Contractor'). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain electrical engineering services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. Any services performed prior to the Effective Date listed above shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar circumstances and in a manner reasonably satisfactory to City. (c) Contractor shall keep itself informed of all local, state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers, 2 officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this paragraph. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the services and any supplies or goods required by this Agreement, a sum not to exceed the Consideration set forth on the Cover Page and more particularly described in Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services as well as for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery, tax, assembly, and installation, as applicable). (b) There shall be no claims for additional compensation for reimbursable expenses and Contractor shall not be reimbursed for any additional expenses. Section 4. Method of Payment. City shall pay Contractor the Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5. Responsible Principals. (a) Contractor's Responsible Principal set forth on the Cover Page shall be principally responsible for Contractor's obligations under this Agreement and shall serve as principal liaison between City and Contractor. Designation of another Responsible Principal by Contractor shall not be made without prior written consent of City. (b) City's Responsible Principal shall, be the City Administrator or his designee who shall administer the terms of the Agreement on behalf of City. Section 6. Personnel. (a) All persons performing the services under this Agreement shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. (b) Contractor represents that it has, or shall secure at its own expense, all personnel required to perform Contractor's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services. Section 7. Permits and Licenses. Contractor shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license. Section 8. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. 3 Section 9. Contractor's Duties and Representations. Contractor represents, Covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 10. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of Contractor.or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, , or agents for injury or sickness arising out of performing services hereunder. Section 11. Termination. (a) Termination Right. City may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5) calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Contractor, Contractor shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below, IH to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 12. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that would be paid to Contractor for the full performance of the services required by this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 13. Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information. All data, floor plans, designs, maps, surveys, drawings, models, reports, logs, documents, materials or other information developed or created by Contractor, received by Contractor, or provided to Contractor for the performance of this Agreement ("Confidential Information") are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent. City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's Covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; iii. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) The provisions of this section shall survive the termination of this Agreement. Section 14. Records and Inspections. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for the Records Retention Period designated on the Cover Page. City shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make 5 copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities. Section 15. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 16. Indemnification. Contractor will defend, indemnify, protect and hold harmless City, its officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its officers, officials, employees, agents, or volunteers. In addition to the foregoing, Contractor shall indemnify, defend and hold free and harmless the City and the City's officers, officials, employees, agents, and volunteers from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or willful misconduct of the Contractor, or any of the Contractor's officials, officers, agents, employees or volunteers, in the performance of professional services pursuant to this Agreement. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Section 17. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and"effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor in performing the services required by this Agreement. (c) Contractor shall at all times during the term of this Agreement carry, Maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) on a claims made basis, to protect the City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees, or agents. Further, Contractor agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. ON (d) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation as required by law. (e) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (f) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (g) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (h) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required amounts. Contractor shall, prior to commencement of work under this Agreement; file with the Risk Manager, such certificate or certificates. The policies of insurance required by this Agreement shall contain an endorsement naming the City as additional insured; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to City, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (i) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its officers, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City. 0) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 18. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 19. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the 7 Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 20. Attorneys Fees. 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. Section 21. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 22. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire agreement and understanding between City, and any negotiation, proposals or oral agreements are intended to be integrated herein and to be superseded by this Agreement. This Agreement may only be modified by a writing signed by both Parties. Section 23. Waiver. 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 whether of the same or other covenant or condition; 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. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 24. Force Maieure. Neither party shall be considered in default of 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 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. Section 25. City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 26. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information — Vendor," as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. 8 Section 27. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 28. Headings. Headings used in this Agreement are for convenience reference only and shall not affect the interpretation of the Agreement. Section 29. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 30. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 31. Authority To Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. E IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City Palsons Electrical Engineering Services, Inc., and California municipal corporation a California corporation By: By: Mayor / Mayor Pro-Tem Name: Title: ATTEST: By: Name: WILLARD YAMAGUCHI, City Clerk Title: APPROVED AS TO FORM: LAURENCE 5. WIENER, City Attorney 10 EXHIBIT A SCOPE OF SERVICES Contractor will perform the following work for at the Leonis Substation, pursuant to the Specifications outlined below and all other requirements set forth in this Agreement: 1. Provide all necessary engineering, design, and relay testing and programming to effectively implement an enhanced high resistance ground fault protection system to detect and clear high resistance ground faults. 2. Provide all protective relays, electronic devices, mounting hardware, test switches wiring and panels as described in the Specifications. 3. Provide City with all documentation, drawings, and electronic files as described in the Specifications. 4. Modify, as needed, existing City drawings and system level drawings related to the project. SPECIFICATIONS Contractor shall: 1. Replace all of the existing feeder relays and feeders 47 — 56 and 58 — 69; 2. Replace the Transformer 7KV Main and Reserve protection and bus tie protection. All drawings, calculations, design, and engineering work will be performed by a California registered electrical engineer. All drawings and calculation documents shall be stamped and signed by this engineer. All electrical devices, components, and panels shall be Underwriter Laboratories (" OL") listed. Relay Panel Specification Contractor shall engineer, design, test, and program the following relay panels: 1. Protection Panel #1: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 1 SEL 451 Relay per feeder. 2. Protection Panel #2: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 3. Protection Panel #3: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and fuse protection required for relay operation. 1 SEL 451 Relay per feeder. 4. Protection Panel #4: Main/Reserve/Bus Tie Protection — 3 SEL 451 Relays (One SEL 451 Relay will.be a spare). 1 SEL 3530 RTAC Real Time Automation Controller. Panel will contain all wiring, test switches, and fuse protection required for relay operation. 11 Contractor shall enclose all panels in a Hoffman electronic enclosure and deliver the panels completely tested with all the necessary relay test switches, wiring, mounting hardware and additional electric and electronic components not listed. Protection requirement documents Each SEL Protective relay will require a set of protection requirement documents outlining the relay protection element and logic requirements and settings. The documents for the SEL 451 relays and 3351 substation computer [SHOULD THIS BE 3530?] shall include all protective elements for high resistance ground fault detection and clearing as well as any additional elements required. This document shall be submitted in hard copy and saved to a file (on a CD) and submitted to the City. All relay RDB files shall also be saved on a CD and submitted. Design Ennineering and Associated Calculations All new protective element settings will require a study and analysis of existing settings for proper coordination. All necessary studies and calculations justifying relay protective element settings will be included in the protection requirement documents submitted to the City. Each document shall also include diagrams and relay curve plots for element setting justification. These relay curve plots shall be performed using proper software specially designed for power system analysis (ETAP). Project Drawings Contractor shall create and provide City with complete drawing diagrams outlining the 1 and 3 line AC and DC relay connections, as well as relay and panel interconnections wiring diagrams shall be submitted. The drawings shall include: a. AC Elementary Diagrams 1. Current Transformer inputs 2. Voltage Transformer Inputs 3. Relay and Control bus power sources 4. Additional components not listed b. DC Elementary Diagrams 1. Breaker Close and Open controls 2. Breaker status inputs 3. Breaker trip coil status 4. Breaker status lights 5. Additional components not listed c. Wiring Diagrams 1. Relay Panel Wiring 2. Panel interconnection wiring 3. Field connection wiring 4. Component wiring 5. Additional components not listed 12 Additional Project Documents Aside from the new diagrams to be created, existing City 1 line and 3 line diagrams must be analyzed and edited to include all new equipment and wiring. All drawings shall be submitted to City for review and approval. All drawings shall be created in, and provided in ACAD format. Contractor shall also provide City with the following additional project documents:' 1. Q & M manual consisting of narrative, factory testing and system testing. 2. Complete bill of materials for the furnished system and components. 13 EXHIBIT B PAYMENT SCHEDULE Contractor shall invoice City for the "Billing Dollars" amount listed in the table below after completing each Task listed in the table. Invoices shall include the date the Task was completed. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. LEONIS SUBSTATION 7 KV GROUND FAULT DETECTION PROJECT TASK DEADLINE BILLING PERCENTAGE BILLING DOLLARS TASK DESCRIPTION September 2010 30.00% $90,603.90 PURCHASE EQUIPMENT October 2010 10.00% $30,201.30 MANUFACTURE PANEL 1 AND 2 November 2010 10.00% $30,201.30 DELIVER PANEL 1 AND 2 LEONIS; MANUFACTURE PANEL 3 AND 4 December 2010 10.00% $30,201.30 DELIVER LEONIS PANEL 3 AND 4 January 2010 10.00% $30,201.30 INSTALLATION AND WIRING February 2010 10.00% $30,201.30 INSTALLATION AND WIRING March 2010 15.00% $45,301.95 FINAL COMMISSIONING 5% WITHHELD 5.00% $15,100.65 SUBMIT AS BUILT DOCUMENTS GRAVID TOTAL 100.00% $302,013.00 14 Page 1 of 1 Juarez, Debbie From: Barcia, Ana Sent: Wednesday, August 18, 2010 12:39 PM To: Juarez, Debbie Subject: RE: Insurance Verification Misc. Hi Debbie, Please see below Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia@ci.vernon.ca.us From: Juarez, Debbie Sent: Wednesday, August 18, 2010 11:32 AM To: Barcia, Ana Subject: Insurance Verification Misc. Hi Ana. I need to verify that the following contractors have valid insurance on file: Palsons Electrical Res. No. 2010-113- Current insurance on file JM Crew dba Rhino Construction Res. No. 2010-114- Current insurance on file Wittman Enterprises Res. No. 2010-118- No insurance on file, please forward copy of agreement. KJ Services Res. No. 2010-120- Current insurance on file Bowers Ambulance Res. No. 2010-122-Current insurance on file Thank you. IDe6orah Juarez W§cords Management Assistant City of Vernon - City Cferk's Office 4305Santa Fe Avenue Vernon, CA 90058 (323) 583-8811 8/18/2010