Resolution No. 2011-001RESOLUTION NO. 20.11-01
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 PHASE 2
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 phase 2 (the "Services."); and
WHEREAS, the 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 December 23, 2010, the 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 phase 2.
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 Electrical Engineering Services, Inc.
Attention:•Charles Palencia, P.E.
7372 Walnut Avenue, Unit C
Buena Park, CA 90620
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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 Clerks certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 3rd day of January, 2011.
ATTYT
Name: Hilario Gonzales
Title: Mayor
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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. 2011-01, 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, January 3, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Temof the City of Vernon.
Executed this -T day of January 2011, at Vernon, California.
Willaral uchi i t y Clerk
(SEAL)
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS
ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES
RELATED TO LEONIS SUBSTATION 7 KV GROUND FAULT DETECTION PHASE 2
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
COVER PAGE
Palsons Electrical Engineering Services,
Inc.
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
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:
January 15, 2011
Termination Date:
August 30, 2011, unless extended pursuant
to Section 1
Consideration:
Total not to exceed $491,266.12 (includes
all applicable sales tax); and more
particularly described in Exhibit B
Records Retention Period
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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 .2011 ("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 pursuanttothis 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,
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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 Awnless 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.
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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 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 1.1. 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 ($)
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,
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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;
this Agreement; ii. is or becomes generally known to the public without violation of
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.
Agreement. (c) The provisions of this section shall survive the termination of this
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
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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 Excess -Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
,n
(d) 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.
(e) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
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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
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. Waives. 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.
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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.
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].
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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
and California municipal corporation
By:
Mayor / Mayor Pro-Tem
ATTEST:
WILLARD YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
WILLARD YAMAGUCHI, City Attorney
Palsons Electrical Engineering Services, Inc.,
a California corporation
By.
Name:
Title: ,� f
By:
Name:
Title:
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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 on feeders 56 - 69;
2. Replace the Transformer 7KV Main and Reserve protection and bus tie protection;
3. Replace the Transformer Bank Differential relays;
4. Replace all Load Tap Changing Regulators.
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 Main/Reserve/ Bus Tie and Feeders 56 and 58.
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 Feeders 59, 60, 61 and 62,
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 Feeders 63, 64, 65 and
#2Main/Reserve.
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4. Protection Panel #4: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and
fuse protection required for relay operation. 1 SEL 451 Relay per Feeders 66, 67, 68 and #2
Bus Tie.
5. Protection Panel #5: Feeder Protection —1 SEL 451 Relays with all wiring, test switches,
and fuse protection required for relay operation. 1 SEL 451 Relay per Feeder 69. 1 SEL
3530 RTAC Real Time Automation Controller; and 1 SEL 487E for No. 1 Differential Protection.
6. Protection Panel #6:—ZSEL 487E Relays with all wiring, test switches, and fuse protection
required for relay operation. 1 SEL 487E Relay for No. 2 Differential Protection; and 1 SEL 487E
for No. 3 Differential Protection; and 1 SEL 3530 RTAC Real Time Automation Controller.
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 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
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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
Additional Proiect 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. O & 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 — PHASE 2
TASK DEADLINE
BILLING
PERCENTAGE
BILLING
DOLLARS
TASK DESCRIPTION
January 31, 2011
32.87%
$161,500.00
PURCHASE EQUIPMENT
February 28, 2011
32.87%
$161,500.00
MANUFACTURE PANEL 1
THROUGH 6
March 31, 2011
9.64%
$47,369.38
MANUFACTURER PANELS 1
THROUGH 6
April 30, 2011
7.65%
$37,588.20
COMPLETE DELIVERY OF PANELS
1 THROUGH 6
May 31, 2011
11.96%
$58,745.24
INSTALLATION AND WIRING TEST
June 30, 2011
5.00%
$24,563.31
SUBMIT AS BUILT DOCUMENTS
GRAND TOTAL
100.00%
$491,266.12
14
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 January 3, 2011, through Resolution No. 2011-01.
If you have any questions regarding this matter, please call Ali
Nour at 323/583-8811 ext. 316.
Ve y truly yours,
WILLARD G. Y AG C I
City Clerk
WY:dj
Enclosure
c: Carlos Fandino
Ali Nour
Purchasing Department
Resolution No. 2011-01
Agreement File No. 11-009
E,crusivefy Industrial
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND PALSONS
ELECTRICAL ENGINEERING SERVICES, INC. FOR ENGINEERING SERVICES
RELATED TO LEONIS SUBSTATION 7 KV GROUND FAULT DETECTION PHASE 2
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
COVER PAGE
Palsons Electrical Engineering Services,
Inc.
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
January 15, 2011
August 30, 2011, unless extended pursuant
to Section 1
Total not to exceed $491,266.12 (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 January 15 , 2011 ("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 cattached 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.
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,
2
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 Excess Liability Insurance, with
minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit,
and provide policy coverage and terms at least as broad as those required in the primary
insurance.
(d) 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.
(e) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers compensation as required by law.
(f) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(g) 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.
(h) 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.
(i) 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.
Q) 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.
(k) 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.
7
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
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.
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 We-Y-ei-P Nam
Ti e:
ATTEST:
LARb YA Cly, City Clerk
AP ROVED AS TO FORM:
WILLARD YAOAr I, ty Attorney
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 on feeders 56 - 69;
2. Replace the Transformer 7KV Main and Reserve protection and bus tie protection;
3. Replace the Transformer Bank Differential relays;
4. Replace all Load Tap Changing Regulators.
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 Main/Reserve/ Bus Tie and Feeders 56 and 58.
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 Feeders 59, 60, 61 and 62.
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 Feeders 63, 64, 65 and
#2Main/Reserve.
11
4. Protection Panel #4: Feeder Protection — 4 SEL 451 Relays with all wiring, test switches, and
fuse protection required for relay operation. 1 SEL 451 Relay per Feeders 66, 67, 68 and #2
Bus Tie.
5. Protection Panel #5: Feeder Protection — 1 SEL 451 Relays with all wiring, test switches,
and fuse protection required for relay operation. 1 SEL 451 Relay per Feeder 69. 1 SEL
3530 RTAC Real Time Automation Controller; and 1 SEL 487E for No. 1 Differential Protection.
6. Protection Panel #6:— 2 SEL 487E Relays with all wiring, test switches, and fuse protection
required for relay operation. 1 SEL 487E Relay for No. 2 Differential Protection; and 1 SEL 487E
for No. 3 Differential Protection; and 1 SEL 3530 RTAC Real Time Automation Controller.
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 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
12
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
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. O & 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 — PHASE 2
TASK DEADLINE
BILLING
PERCENTAGE
BILLING
DOLLARS
TASK DESCRIPTION
January 31, 2011
32.87%
$161,500.00
PURCHASE EQUIPMENT
February 28, 2011
32.87%
$161,500.00
MANUFACTURE PANEL 1
THROUGH 6
March 31, 2011
9.64%
$47,369.38
MANUFACTURER PANELS 1
THROUGH 6
April 30, 2011
7.65%
$37,588.20
COMPLETE DELIVERY OF PANELS
1 THROUGH 6
May 31, 2011
11.96%
$58,745.24
INSTALLATION AND WIRING TEST
June 30, 2011
5.00%
$24,563.31
SUBMIT AS BUILT DOCUMENTS
GRAND TOTAL
100.00%
$491,266.12
14
RECEIVED
ED
DEC 2 8 2010
CITY CLERK'S OFFICE
STAFF REPORT
LIGHT & POWER
DATE: December 23, 2010
TO: Honorable Mayor and City Council
FROM: Carlos Fandino, Director of Light & Power
RE: Capital Improvement Project — Implementation of 7KV Ground Fault
Detection Mechanism at the Leonis Substation Phase 2
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 January 3, 2011 Agenda and be approved by the
City Council.
Fiscal Impact:
This service was itemized for consideration in the 2010/2011
Capital Improvement Budget request and identified as System
Staff Report
Page 2 of 2
Improvement. The fiscal impact is a not -to -exceed amount of
$782,766.12, including parts, labor, equipment, taxes and fees.
CF:an
C: Ali Nour
Project Control
Document Control- Leonis Substation
YF1Y INa
u
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: December 23, 2010
TO: Ali Nour, Engineering Manager
FROM: Willard G. Yamaguchi, Interim City Attorney
RE: Agreements with Palsons Electrical Engineering Services Inc.
and J.M. Crew Inc. dba Rhino Construction Services for the
Leonis Substation Upgrades Phase 2
Dear Ali
I have received and reviewed the Memorandum dated November 16, 2010,
and the attachments thereto.
The Agreements for the Leonis Substation 7KV Ground Fault Detection
System Phase 2 are approved as to form.
JH:em
Enclosures
DATE: November 16, 2010
TO: ti Carlos Fandino, Director of Light & Power
FROM: j Ali ,Engineering Manager
SUBJECT: Leonis Substation 7 KV Ground Fault Detection- Phase 2
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. In practice, 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. Phase 1 covered a portion
of the 7KV feeders and equipment. Phase 2 portion will begin as soon as Phase 1 elements
are completed allowing reduced system outages and systematic replacement of relays with
limited interruption to system operations. The total implementation cost for Leonis Sub
Phase 2 is $782,766.12. This safety and reliability capital improvement project is identified
in 2010/2011 budget.
Attached are the proposals submitted by Palsons Engineering and Rhino Construction.
Attached also include draft agreements prepared for Phase 2; Staff Report, and a copy of
the City of Vernon Resolution No. 2010-113 and 2010-114 associated with Phase 1. At this
point, I request that the City Attorney to review and approve as to form the attached draft
agreements for Palsons and Rhino with the City to cover this Capital Improvement Project.
I am targeting December 6, 2010 as the date to present this project to City Council for their
approval. Should you need additional information, please let me know.
ARN/
Attachments
C: Project Control —
Document Control — Vernon Electric System
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, January 03, 2011 5:05 PM
To: Juarez, Debbie
Subject: RE: Palsons Electrical Engineering Services, Inc. Insurance Inquiry - Res. No. 2011-01 Approved
01 /03/11 '
Hi Debbie,
Current insurance on file
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: Monday, January 03, 2011 5:01 PM
To: Barcia, Ana
Subject: Palsons Electrical Engineering Services, Inca Insurance Inquiry - Res. No. 2011-01 Approved 01/03/11
Hi Ana. Please let me know if you have valid insurance on file for the above -referenced contractor. Thanks
]Morah Juarez
Records %anagement,4ssistant
City of Vernon - City Cferk's Office
4305 Santa Fe Avenue
Vernon, CA 90058
(323) 583-8811
1/3/2011