Resolution No. 2011-033RESOLUTION NO. 2011-33
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 3
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 3 (the "Services"); and
WHEREAS, the Director of Light & Power has determined that
Palsons Electrical Engineering Services, ,Inc. ("Palsons") is qua."Lif ed
and capable of providing the Services; and
WHEREAS, by memo dated March 1, 2011, 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 3.
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 Clerk's certification to be entered in the File of
Resolutions of the Council of this City.
APPROVED AND ADOPTED this 8th day of March, 2011.
ATTYST:
Willard"G. IY
/�'ma�ucV, City Clerk
Name: Hilario Gonzales
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. 2011-33, 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 Tuesday, March 8, 2011, and thereafter was duly signed by the
Mayor or Mayor Pro-Te`m of the City of Vernon.
Executed this day of March, 2011, at Vernon, California.
- s'-( .
Willard G(ymaochi, City 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 3
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),_533-8811 ext. 316
Facsimile: (323) 826-1458
March 7, 2011
August 30, 2011, unless extended pursuant
to Section 1
Total not to exceed $95,828.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
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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 March 7 , 2011 ('Effective
Datd), 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 performedpursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews -this Agreement, Contractormays,ubmit a
proposal to. increase its rates no later than thirty (30) days after receiving notice of Citys 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 P.arties..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 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.
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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 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 anytime, 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,
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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 CitVs Liability. Citys 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 Citys 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
nat 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;
Hi. 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
confidentWity;.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
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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 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.
C9
(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 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.
(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 oflosses 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. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed o-waiver of any different or later breach whether Hof 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 forcd'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#his 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
An
Mayor / Mayor Pro-Tem
ATTEST:
Palsons Electrical Engineering Services, Inc.,
a California corporation
By:
Name:
WILLARD YAMAGUCHI, City Clerk Title:
APPROVED AS TO FORM:
WILLARD YAMAGUCHI, Interim City
Attorney
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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. Install three additional SEL 451 relays dedicated to the Reserve breakers for the 7 KV
-Banks-#1., #2-and #3 and allocate the three SEL 451 relays purchased in -Phase 2 to -the
Main breakers for the 7 KV Banks #1, #2 and #3.
2. Install two additional SEL 451 relays for the Main 7KV Tie Breaker #1 and #2.
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 relaypanels:
1. All wiring, test switches, terminal blocks, fuse protection, mounting hardware and
additional electric and electronic components not listed that is required for relay
operation.
2. All relays will be delivered fully programmed with all necessary protective element
settings as well s all protective logic.
3. All relays will be factory tested. A factory test report will be provided documenting
testing procedures and results.
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 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
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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.
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EXHIBIT B
PAYMENT SCHEDULE
Contractor shall invoice City for the"Billing Dollard' 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 3
TASK DEADLINE
BILLING
PERCENTAGE
BILLING
DOLLARS
TASK DESCRIPTION
March 31, 2011
65.74%
$62,9917.32
MATERIALS, EQUIPMENT & ENGINEERING
April 30, 2011
9.64%
$9,237.82
PANEL CONSTRUCTION & DELIVERY
May 31, 2011
7.65%
$7,330.61
PROTECTIVE RELAY SETTING & TESTING
June 30, 2011
11.97%
$11,470.61
FIELD TESTING & COMMISSIONING
July 30, 2011
5.00%
$4,971.40
PRODUCE FINAL DOCUMENTS
GRAND TOTAL
100.00%
$95,828.00
14
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
March 9, 2011
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 March 8, 2011, through Resolution No. 2011-33.
If you have any questions regarding this matter, please call Ali
Nour at 323/583-8811 ext. 316.
Ve y truly yours,
WILLARD G. UCH
City Clerk
WY:dj
Enclosure
c: Carlos Fandino
Ali Nour
Purchasing Department
Resolution No. 2011-33
Agreement File No. 11-027
Excfusivefy Industfiaf
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 3
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: March 7, 2011
Termination Date: August 30, 2011, unless extended pursuant
to Section 1
Consideration: Total not to exceed $95,828.00 (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 March 7 , 2011 ('Effective
Datd'), 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 Citys 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 (`Service'). 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) Citys 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,
In
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 Citds Liability. Citys 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 Citys 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
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 Citys 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.
2
(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 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.
(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.
0) 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 forcd'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].
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
and California municipal corporation
By: ,
Mayor / Mayor Pro -rem
AT ST:
WIL ARD YAMAGU H , City erk
APPROVED AS TO FORM:
WIorneyD YAlbf�l/CVInterim City
Attorney /
Palsons Electrical Engineering Services, Inc.,
a California corporation
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. Install three additional SEL 451 relays dedicated to the Reserve breakers for the 7 KV
Banks #1, #2 and #3 and allocate the three SEL 451 relays purchased in Phase 2 to the
Main breakers for the 7 KV Banks #1, #2 and #3.
2. Install two additional SEL 451 relays for the Main 7KV Tie Breaker #1 and #2.
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. All wiring, test switches, terminal blocks, fuse protection, mounting hardware and
additional electric and electronic components not listed that is required for relay
operation.
2. All relays will be delivered fully programmed with all necessary protective element
settings as well s all protective logic.
3. All relays will be factory tested. A factory test report will be provided documenting
testing procedures and results.
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 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. 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 Dollar' 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 3
TASK DEADLINE
BILLING
PERCENTAGE
BILLING
DOLLARS
TASK DESCRIPTION
March 31, 2011
65.74%
$62,997.32
MATERIALS, EQUIPMENT & ENGINEERING
April 30, 2011
9.64%
$9,237.82
PANEL CONSTRUCTION & DELIVERY
May 31, 2011
7.65%
$7,330.61
PROTECTIVE RELAY SETTING & TESTING
June 30, 2011
11.97%
$11,470.61
FIELD TESTING & COMMISSIONING
July 30, 2011
5.00%
$4,971.40
PRODUCE FINAL DOCUMENTS
GRAND TOTAL
100.00%
$95,828.00
14
RECEIVED
FEB 15 2011
CITY ADMINISTRATION
STAFF REPORT
Light & Power
RECEIVE
B .1 6 2011
DATE: March 1, 2011 CITY CLERK'S OFFI
OFFICE
TO: Mark Whitworth
City Administrator
FROM: Carlos R. Fandino, Jr.6
Director of Light & Power
SUBJECT: Capital Improvement Project— Implementation of 7kV Ground Fault
Detection Mechanism at the Leonis Substation -Phase 3
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:
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
Staff Report
March 1, 2011
Page- 2
Detection Project. I recommend that the two contracts be placed on the agenda for
consideration at the March 1, 2011 City Council Meeting.
Fiscal Impact:
This service was itemized for consideration in the 2010/2011 Capital Improvement
Budget request and identified as System Improvement. The fiscal impact is a not -to -
exceed amount of $141,678.00 including parts, labor, equipment, taxes and fees.
CRF:ah
Attachments
C: Ali Nour
Document Control L&P
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11
CITY ATTORNEY'S OFFICE
INTER -DEPARTMENT MEMORANDUM
DATE: February 14, 2011
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 3
Dear Ali:
I have received and reviewed the agreements for the above -referenced
matter.
;The Agreements for the Leonis Substation 7KV Ground Fault Detection
System Phase 3 are approved as to form.
JH:em
Enclosures
Page 1 of l
Juarez, Debbie
From: Mermis, Michelle
Sent: Wednesday, March 09, 2011 9:46 AM
To: Juarez, Debbie
Subject: RE: Insurance Inquiry - Palsons Electrical Engineering Services, Inc. - Res. No, 2011-33 Approved 03-
08-11
Palsons has valid insurance
From: Juarez, Debbie
Sent: Tuesday, March 08, 2011 2:20
To: Mermis, Michelle
Cc: Barcia, Ana
Subject: Insurance Inquiry - Palsons Electrical Engineering Services, Inc. - Res. No. 2011-33 Approved
03-08-11
Hi. Please let me know if the above -referenced has valid insurance on file. Thank you.
(Deborah Juarez
Records Management Assistant
City of Vernon - City Cferk's Office
43 05 Santa Te Avenue
Vernon, C4 90058
(323) 583-8811
3/9/2011