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7670 - Change Order 2 Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 Christa Christian 10/6/23 7670 - Hickory GIS Substation , CO 2 Beta Engineering 4725 Highway 28 East Pineville, LA 71360 318.487.9599 betaengineering.com May 8, 2023 Denton Municipal Electric 1671 Spencer Road Denton, TX 76205 Attn: Mr. Mark Zimmerer, PE Subject: City of Denton Hickory GIS Substation Project Beta Project No. B661 Dear Mark, This letter serves as a formal request for a Contract Amendment to incorporate scope changes in the Design Build Agreement for the Construction of the Hickory GIS Substation dated December 14th, 2021. The additional scope items have been separated into two categories as follows: A. Items to be Included in the Contract Amendment – Beta requests a Contract Amendment to incorporate the following scope changes as soon as possible so that these items can be incorporated in the project without delay. N/A B. Items to be listed as “Optional” in the Contract Amendment – The following items shall be listed as “Optional” items in the Contract Amendment. These items would not be incorporated Beta’s scope until accepted by DME. These optional items are valid for acceptance through May 31, 2023. Item Description Price B1 During the relocation survey of the McKinney Substation transformers by Beta and Waukesha, it was discovered that unit GT-01950 had evidence of a gasket leak. Beta shall hire Waukesha to regasket the unit, including the following: Waukesha® Service will drain existing oil (est. 7,886 gal.) into Waukesha® Service supplied oil storage tanker. Follow oil removal with dry-air. • Waukesha® Service to provide dry-air, purge tank, and perform confined space entry requirements prior to internal tank access. • Waukesha® Service to perform leak repair / re-gasket, per the following: o Remove existing 138kV HV bushings and turrets, install new gaskets, and re-install. o Remove existing 13.2kV LV & HO bushings and turrets, install new gaskets, and re-install o Remove radiators w/manifolds, install new gaskets, and re-install radiators. o Remove and regasket peripheral devices – gauges, PRD, SPR, etc. o Re-gasket manhole covers on lid and side manholes on tank wall. • Waukesha® Service to seal up transformer and perform pressure test (3 PSI) to ensure no leaks. • Waukesha® Service to perform vacuum oil filling / hot oil processing, per the $37,000 DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 DME Hickory GIS Substation Beta Ref. No. B661-L001 March 7, 2022 Page 2 Item Description Price following procedure: o Vacuum leak test the hoses and equipment. o Pull vacuum to 1 Torr or less and hold for 48 hrs. o Fill with heat oil to 50-60 deg C while holding a vacuum of 5 Torr or less. o Break vacuum and top off with nitrogen. o Check oil levels per nameplate. Beta Engineering/City of Denton to provide any make-up oil if required. Please issue a letter indicating if the “B1” item is accepted or rejected. If you would like Beta to proceed with option B1, I would suggest the addition of a single Milestone Payment. Milestone Payment would be called “Changes Order No. 21 – Owner-Supplied Transformer GT-01950 Regasket”. We anticipate invoicing for 100% of this milestone in October 2023, following the repair, testing, disassembly, relocation, reassembly. Upon receipt of your response, I will prepare and submit the Change Order Form in accordance with Article V of the Design Build Agreement. Please call me if you have any questions. Sincerely, Jeremy Katusak, PE, PMP Project Manager DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 City of Denton/Beta Engineering Service Quotation #9131976 RE: Waukesha Transformers at McKinney Substation in Denton, TX 3/3/2022 DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 2 Service Quotation Date: 3/3/2022 Jeremy Katusak, PE, PMP Project Manager City of Denton/Beta Engineering 2520 E McKinney St Denton, TX 76209 956.455.3419 jeremy.katusak@betaengineering.com Quote Number #9131976 RE: Waukesha Transformer at McKinney Substation in Denton, TX CONTACT INFORMATION ……………………………………………………………………… Business Development Manager Sean Gallagher Waukesha MOB 214.548.2911 sean.gallagher@spx.com Channel Partner James De La Cruz Keasler Associates MOB 972.569.7084 james@keasler.com Territory General Manager Perry Reeder GE Grid MOB 262.349.0392 perry.reeder@ge.com Confidentiality Notice: This document contains privileged and confidential information belonging to the sender. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient or addressee, you are notified that any disclosure, copying, distribution or taking any action based on the contents of this information is strictly prohibited. If you have received this document in error, please immediately notify the sender by telephone to arrange for return of the original documents. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 3 Table of Contents SCOPE OF WORK .................................................................................................................................... 4 PERFORMANCE ....................................................................................................................................... 6 CLARIFICATIONS TO SCOPE OF WORK ................................................................................................ 7 SCHEDULE OF PRICING ......................................................................................................................... 7 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS .................................................................... 8 TERMS & CONDITIONS STATEMENT ..................................................................................................... 8 CUSTOMER AUTHORIZATION ........................................................................................................................................................... 9 Waukesha® Service Service Technician & Specialist Rate Schedule ................................................................................................. 10 PROLEC-GE WAUKESHA, INC./SERVICE AND COMPONENTS DIVISION STANDARD TERMS AND CONDITIONS OF SALE .. 12 DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 4 SCOPE OF WORK Prolec-GE Waukesha, Inc. Service Group (referred to as Waukesha® Service throughout the rest of this proposal) is pleased to provide crew and equipment to perform the following scope of work: Substation: McKinney Substation, 2520 E McKinney St, Denton, TX 76209 Equipment: Waukesha Transformer Waukesha Transformer Unit ID#: T1 T2 Serial Number: GT-02289 GT-01950 Gallons of Oil: 7,320 7,886 Voltage: 138kV-13.2kV 138kV-13.2kV MVA: 15/20/25 15/20/25 15/20/25 MVA Waukesha Transformer installation at McKinney Substation in TX • Mobilize Waukesha® Service personnel and equipment to Beta Engineering/City of Denton station in Denton, TX. Note: Waukesha allows up to 2 hours of site orientation / site specific training at no cost. Additional training will be at additional costs at $150/hr. Origination Site • Same SOW for both transformers. • Mobilize Waukesha® Service personnel and equipment to McKinney Substation in Denton, TX. Note: Waukesha allows up to 2 hours of site orientation / site specific training at no cost. Additional training will be at additional costs at $150/hr. • Beta Engineering/City of Denton personnel will be responsible for de-energization, disconnection, isolation, and grounding of equipment, to include all bushings, bus work, connections, etc. (as required). • Waukesha® Service to provide man lift, crane, test equipment, and confined space entry requirements (as necessary) on site. • Perform the following transformer tests (as applicable) identified below. Additional tests are available upon request at time of service per T&M rates. o TTR – transformer turns ratio as found DETC and all LTC Tap positions o Core insulation resistance (if externally accessible) o SFRA o Power factor of winding insulation. o Single-phase excitation. As found DETC tap and LTC Positions 16R, 1R, N & 1L o Power factor and capacitance of bushing with test taps, Hot collar testing w/o test tap. o Power Factor Testing of Arrestors (transformer mounted) o Overall Power Factor of transformer windings & bushings o Winding Resistance o Core Ground (megger) o Insulation Resistance (megger) o Oil sample for DGA/oil quality testing • Waukesha® Service will not drain existing oil, transformers will be moved oil filled. • In preparation for transformer move, Waukesha® Service will remove the following ancillary parts: o 138kV high voltage bushings o 13.2kV low voltage bushings o Conservator tank and structure (as required) o Transformer cooler and/or radiator assemblies, bracing, manifolds/headers, and fans (as required) o Electrical control boxes/CT conduits (as required) o Any additional parts requiring removal per Beta Engineering/City of Denton provided shipping drawing • Waukesha® Service will package/crate all ancillary parts in preparation for move • Waukesha® Service will load all ancillary parts (bushings, radiators, fans, control boxes, conservator (as required)) onto transportation trucks in preparation for move o Waukesha® Service will provide all transportation for ancillary parts move • Waukesha® Service will load transformer onto transportation trucks in preparation for move o Waukesha® Service will provide all transportation for main transformer move as per the Beta Engineering/City of Denton provided shipping drawing o Waukesha® Service will provide all crane and rigging to load main transformer on trailer in preparation for move as per the Beta Engineering/City of Denton provided shipping drawing DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 5 Destination Site • Mobilize Waukesha® Service personnel and equipment to Beta Engineering/City of Denton Hickory Substation. Note: Waukesha allows up to 2 hours of site orientation / site specific training at no cost. Additional training will be at additional costs at $150/hr. • Waukesha® Service to provide man lift, crane, test equipment, and confined space entry requirements (as necessary) on site. • Waukesha® Service will unload all ancillary parts (bushings, radiators, fans, control boxes, conservator (as required)) in preparation for transformer storage or assembly o If the transformer is placed in storage unassembled, Waukesha® Service will not un-package/un-crate all parts and will place in storage location as directed by Beta Engineering/City of Denton o If the transformer will be energized or will be stored fully assembled, Waukesha® Service will un-package/un-crate parts in preparation for transformer assembly • Waukesha® Service will unload transformer from transportation trucks and place on pad as directed by Beta Engineering/City of Denton o Waukesha® Service will provide all crane and rigging to load main transformer on pad • See Regasket for GT-01950 • To prepare to test and energize transformer, Waukesha® Service will install the following ancillary parts: o 138kV high voltage bushings o 13.2kV low voltage bushings o Conservator tank and structure (as required) o Transformer cooler and/or radiator assemblies, bracing, manifolds/headers, and fans (as required) o Electrical control boxes/CT conduits (as required) o Any additional parts requiring removal per Beta Engineering/City of Denton provided shipping drawing • Waukesha® Service to seal up transformer and perform pressure test (3 PSI) to ensure no leaks. • Waukesha® Service to check oil levels per nameplate. Beta Engineering/City of Denton to provide any make-up oil if required. • Perform the following transformer tests (as applicable) identified below. Additional tests are available upon request at time of service per T&M rates. o TTR – transformer turns ratio as found DETC and all LTC Tap positions o Core insulation resistance (if externally accessible) o SFRA o Power factor of winding insulation. o Single-phase excitation. As found DETC tap and LTC Positions 16R, 1R, N & 1L o Power factor and capacitance of bushing with test taps, Hot collar testing w/o test tap. o Power Factor Testing of Arrestors (transformer mounted) o Overall Power Factor of transformer windings & bushings o Winding Resistance o Core Ground (megger) o Insulation Resistance (megger) • Beta Engineering/City of Denton personnel will be responsible to perform reconnection, re-energization, ground removal, etc. (as required) • If transformer will be placed in service, Waukesha® Service recommends minimum of 48 hours hold/soak period prior to re- energization. • Waukesha® Service to demobilize personnel and equipment from site and provide final report w/test results. REGASKET SOW FOR UNIT GT-01950 • Waukesha® Service will drain existing oil (est. 7,886 gal.) into Waukesha® Service supplied oil storage tanker. Follow oil removal with dry-air. • Waukesha® Service to provide dry-air, purge tank, and perform confined space entry requirements prior to internal tank access. • Waukesha® Service to perform leak repair / re-gasket, per the following: o Remove existing 138kV HV bushings and turrets, install new gaskets, and re-install. o Remove existing 13.2kV LV & HO bushings and turrets, install new gaskets, and re-install o Remove radiators w/manifolds, install new gaskets, and re-install radiators. o Remove and regasket peripheral devices – gauges, PRD, SPR, etc. o Re-gasket manhole covers on lid and side manholes on tank wall. • Waukesha® Service to seal up transformer and perform pressure test (3 PSI) to ensure no leaks. • Waukesha® Service to perform vacuum oil filling / hot oil processing, per the following procedure: o Vacuum leak test the hoses and equipment. o Pull vacuum to 1 Torr or less and hold for 48 hrs. o Fill with heat oil to 50-60 deg C while holding a vacuum of 5 Torr or less. o Break vacuum and top off with nitrogen. o Check oil levels per nameplate. Beta EngineeringCity of Denton to provide any make-up oil if required. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 6 PERFORMANCE Work is quoted based upon Waukesha® Service crews working 7 days a week, 8–12 hours per day and 24 hours per day while oil is processing. Work scope is estimated to take 10 days to complete, depending on weather conditions. • Proposed Start Date: Q1 2023 • Availability of service personnel and equipment is subject to prior sale. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 7 CLARIFICATIONS TO SCOPE OF WORK Unless specifically addressed in scope of work, the following assumptions have been made in preparation of our offer: • Purchaser shall be responsible for switching, lock out and grounding of any equipment necessary to establish safe work area. • Purchaser shall provide suitable, free, clear, unlimited and compacted access route, roads and area around work location for access of service equipment. • Purchaser shall disconnect and reconnect all external protection, control and relay wiring, as required. • Purchaser shall disconnect and reconnect all external bushing terminations or bus work, as required. • Purchaser shall disassemble and reassemble any deluge systems, as required. • Waukesha will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes. • Purchaser shall provide drum and dispose of all waste, flush and scrap oil generated in execution of work. • Purchaser shall provide communication and sanitation facilities. • No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs. • If required, purchaser shall provide a PCB report showing PCB concentration of the unit within 90 days prior to start of scheduled work. ▪ If PCB concentration is higher than 49 PPM, Waukesha® Service will be unable to complete the work. ▪ If PCB concentration is 1–49 PPM, an additional decontamination charge will be assessed. Proper disposal of the oil shall be the responsibility of the purchaser. • When oil handling is part of work scope, Waukesha® Service prefers to have a metals-in-oil screen done prior to start of job to detect any potential silicone contamination. In the event that silicone is discovered during the processing, additional charges will apply for addition of anti-foaming compounds and a decontamination fee after completion of job. • Waukesha® Service intends to utilize its own personnel and equipment; however, if scheduling conflicts occur, Waukesha® Service reserves the right to hire subcontractors to assist with the work. SCHEDULE OF PRICING The pricing for the work scope as defined above is $343,721.00 for performance by Q1 2023. Change Order 1 – Regasket $32,500.00 Payment terms and conditions are subject to credit approval. Unless specifically noted, prices do not include: • Any site specific or customer required access and/or safety training • Any special and/or site-specific safety, PPE or environmental requirements • Use of union labor • Local Sales or Use tax Requested changes to work scope or delays outside the control of Waukesha® Service shall be billed in accordance with Waukesha® Service Rate Schedule (included). NOTE: Price is based on 4 Waukesha® Service technicians for 12 days (2 travel days, 10 days on site). The above price is provided on Fixed Priced basis, however, it is not a “not to exceed price”. If added time on site, parts or materials, added mob/demobs, additional oil processing / circulation / leak repair / etc., is required, this will be calculated & billed on a T&M basis, as applicable. Invoicing for any T&M adders will be calculated and billed on actual hours/expenses/materials. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 8 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS The price is contingent upon gaining valid shipping clearances at the time of shipment. If clearance is not available due to highway construction, changes in state regulations, changes in bridge limitations or other items beyond our control, Waukesha® Service will not be responsible for any additional shipping or handling charges. The purchaser is responsible for supplying suitable and compacted access route, roads and area around foundation. TERMS & CONDITIONS STATEMENT • Work shall be performed in accordance with Prolec-GE Waukesha, Inc. – Service & Components Division Terms and Conditions of Sale (attached) • Bid is valid for a period of 60 days Waukesha® Service thanks you for the opportunity to provide a quotation for this work. We look forward to your consideration of this offering and welcome any questions you may have regarding this quotation for your service requirements. Best Regards, Sean Gallagher Business Development Manager Prolec GE Waukesha Ph# 214.548.2911 E-mail: sean.gallagher@spx.com DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 9 CUSTOMER AUTHORIZATION Customer hereby requests that Waukesha® Service perform the above-referenced Services in accordance with the provisions of this quotation #9131976, including all commercial terms and clarifications and forms the basis of contract with Prolec-GE Waukesha, Inc. Customer’s Authorization / Purchase Order Number for Accounting Purposes: _________________ Billing Address: ________________________________ By: _____________________________ ________________________________ Name: _____________________________ ________________________________ Title: _____________________________ ________________________________ Date: _____________________________ DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 215 E McKinney St Senior BuyerDenton, TX 76201-4299 USA 5/12/2023Department - Accounts Payable Christa Christian City of Denton 5/12/2023Executive Vice President George Brashear Beta © 2022 Prolec-GE Waukesha, Inc. 10 Waukesha® Service Service Technician & Specialist Rate Schedule Waukesha® Service maintains a nationwide staff of trained and experienced field service specialists and technicians who are available to provide advisory assistance, installation, inspection, commissioning, testing, troubleshooting, start-up, technical studies and maintenance and repair services of electrical apparatus. Technical professionals are classified in two categories, dependent on the degree of expertise and complexity of the service required: Service Specialist The Service Specialist has specific experiences and/or educational training along with factory training and experience in design, assembly, installation or testing. This expert is required for special diagnosis, repairs, inspection, failure analysis and complex technical evaluations. Typical scopes of work for these services involve LTCs, engineering services, project management, forensics analysis, condition assessments, electrical testing, etc. Service Technician The Service Technician has specialized factory training and experience. This Technician can act as a consultant for customer’s personnel with respect to correct installation, testing, maintenance or service requirements consistent with Waukesha® Service guidelines. WAUKESHA® SERVICE SPECIALIST AND SERVICE TECHNICIAN RATES CLASSIFICATION HOURLY RATE DAILY PER DIEM HOURLY OVERTIME RATE HOURLY SUNDAY & HOLIDAY RATE Service Specialist $200 $265 $300 $400 Service Technician $150 $265 $225 $300 1. Hourly rate applies to all time worked or traveled during a workday. 2. Overtime rate applies to all hours worked in excess of eight hours on weekdays and all time worked or traveled on Saturdays. NOTE: Our standard workday is 10–12 hours based on site conditions. 3. Sunday and Holiday rate applies to all hours worked or traveled on Sundays and/or holidays. In lieu of Per Diem, charges for travel and living expenses will be billed at cost plus an 18% handling charge. Per Diem Unless requested otherwise from the purchaser, a daily per diem rate will be billed for each day required for project execution along with travel days to/from the project. Per Diem rates exclude the cost of airfare to/from the job site. Traveling Time Billing for traveling time will be done at the applicable rate based on actual time traveled. Traveling time and expenses for each technical professional will include leaving and returning to the employee’s headquarters. Minimum Billing Minimum billing for one day’s service will be charged for each day or fraction thereof that a technical professional spends on the customer’s premises. Standby Time When technical professionals are on the customer’s premises but are unable to perform the services requested because of circumstances beyond the control of Waukesha® Service personnel, the purchaser will be charged at the applicable rate. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 11 WAUKESHA® SERVICE TECHNICIAN & SPECIALIST RATE SCHEDULE (CONTINUED) OTHER CHARGES The following charges will be in addition to the service rates stated previously: A. Expendable Small Tools When a particular job requires the furnishing of small expendable tools not normally carried by the technical professional, a charge for such tools will be billed at the cost of acquisition. B. Material Furnished by Waukesha® Service All Waukesha® Service material used on the job will be billed at current prices. C. Material Purchased from Subcontractors or Other Vendors When the job requires the purchase of materials or services from subcontractors or other vendors, such items will be billed at cost plus an 18% handling charge. D. Special Tools and Equipment Furnished by Waukesha® Service Rental charge shall be made for all specialized tools, equipment and instruments. Refer to Waukesha® Service Equipment Rental Rate Schedule. E. Company Vehicle Mileage Rate Cost of mileage for standard company vehicles to travel to and from the standard job site will be billed at a rate of $0.95 per mile. Any vehicle requiring a CDL endorsement to drive shall be billed at a rate of $2.50 per mile for travel to and from the job site. PRODUCT WARRANTY WORK Product warranty work on Waukesha® Service-supplied equipment will be performed F.O.B. factory or at the customer’s site, at Waukesha® Service’s option. Work at the customer’s site will be accomplished during a normal eight-hour straight time day. If the purchaser requests that product warranty work be performed during any other time period, purchaser will be invoiced for the premium time portion of the work, i.e. the difference between the applicable rate and the overtime rate for the services performed. TERMS OF PAYMENT Net 30 days from date of invoice. TERMS AND CONDITIONS See Prolec-GE Waukesha, Inc. – Service & Components Division Terms and Conditions of Sale. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 12 PROLEC-GE WAUKESHA, INC./SERVICE AND COMPONENTS DIVISION STANDARD TERMS AND CONDITIONS OF SALE (Rev. 1/31/22) 1. ACCEPTANCE AND GOVERNING PROVISIONS. No orders for services and/or goods (individually and collectively, “Work,”) are binding upon Seller until accepted in writing by an authorized representative of Seller. Seller’s acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of these terms and conditions (the “Terms”) and Buyer’s agreement to be bound by and comply with these Terms. These Terms and the terms of Seller’s quotation, and all referenced attachments constitute the entire agreement between Buyer and Seller, and no amendment or modification shall be binding on Seller unless signed by an authorized representative. Seller’s failure to object to provisions contained in any purchase order or other document of Buyer shall not be construed as a waiver by Seller of these Terms or an acceptance of any such provisions. Any conflicting or additional terms or conditions set forth by Buyer in a purchase order or other document are not binding upon Seller, and Seller expressly objects to them. 2. LIMITED WARRANTY. (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Seller, Seller warrants, to the original purchaser, the services performed by or on behalf of Seller to be free from defects in workmanship and the goods manufactured by Seller to be free from defects in title, material, and workmanship. (b) If within such period it shall be proven to Seller’s reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at Seller’s option, such goods repaired or replaced or substitute goods obtained. Buyer shall bear the costs of any removal, decontamination, and reinstallation of the goods and adjacent structures, equipment, and other obstructions not directly included in the warrantable goods. Seller’s obligation is conditioned upon Seller’s receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Seller’s option, return of such goods to Seller’s factory, with all freight and insurance to and from the repair facility to be at Buyer’s expense. With respect to goods not manufactured by Seller, Seller makes no warranty other than good title and agrees to transfer to Buyer the original manufacturer’s warranty, which shall provide the exclusive remedy for any defect. (c) The foregoing warranties state Seller’s entire warranty and Buyer’s sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by Buyer or a third party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by Buyer. Buyer shall defend and indemnify Seller for any loss or damage of Seller arising out of clauses (i) through (iv) above and any breach by Buyer of its covenants and obligations under these Terms. 3. PATENTS AND TRADEMARKS. (a) If notified promptly by Buyer in writing and provided with authority, information, and assistance, Seller shall defend or may at any time settle, at Seller’s option, any suit or proceeding alleging that any goods designed and sold by Seller pursuant to the order accepted by Seller infringe any U.S. patent or trademark. Seller shall pay any damages awarded in such suit or proceeding up to the amount of the depreciated purchase price of such goods. In the event any such goods are held to constitute such infringement and the use of the goods is enjoined, Seller shall, at its option and expense: (i) procure for Buyer the right to continue using the goods; (ii) replace the goods with non-infringing goods; (iii) modify the goods so that they become non-infringing; or (iv) remove the goods and return the depreciated purchase price. The foregoing constitutes the entire liability of Seller and the sole and exclusive remedy of Buyer for patent or trademark infringement related to the goods. (b) Notwithstanding the foregoing, section (a) above shall not apply to any suit or proceeding alleging infringement resulting from or related to Seller’s compliance with the instructions, specifications or design of Buyer or the use of goods of Seller in combination with other goods or materials. Buyer shall defend and pay any damages awarded in such suit or proceeding. 4. DELIVERY AND DELAY. (a) Unless otherwise agreed to in a writing signed by Seller: (i) goods shall be delivered FCA Seller’s Premises, with delivery to the initial carrier constituting delivery to Buyer (Incoterms® 2010); (ii) title to the goods and risk of damage or loss shall pass to Buyer upon delivery to the initial carrier; (iii) transportation costs shall be paid by Buyer; and (iv) Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss, or damage. If Seller selects the freight forwarder, then Buyer authorizes Seller to clear the goods for export under U.S. Export Regulations, including CFR 15, Part 30. If Buyer selects the freight forwarder, then Buyer shall authorize its freight forwarder to file the EEI and export clearance documentation required by US law, and Buyer assumes all responsibility for export clearance. (b) Dates of delivery or other performance are estimates and are based on timely receipt from Buyer of accurate and complete approved drawings and technical data. Seller shall not be liable for any delay beyond its reasonable control or caused by accident; bad weather; embargo; act of Buyer or third parties; labor disputes; national emergency; riots; non-delivery of suppliers; delays of carriers or delivery agents; inability to obtain labor, materials, or manufacturing facilities; acts of God; or government restrictions, prohibitions, or requirements. In the event of any such delay, Seller’s time period for delivery or performance shall be extended accordingly. Regardless of the cause, Seller shall have no liability for penalties of any nature as a result of a delay. During any period of shortage due to the stated or similar causes, Seller may prorate its supply of material among its internal demand and its customers in whatever manner it chooses. (c) Buyer shall provide, at its own expense, ready and sufficient routes and access for Seller’s vehicles and equipment to all site(s) for services and delivery point(s) for goods, free of any and all obstructions, conditions, and insufficiencies that would impede or prevent the performance of services and/or the delivery of goods. 5. LIMITATION OF LIABILITY. (a) Except to the extent specifically provided under Section 3 above, Seller shall not be liable under any theory of relief, including, without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to an order or Seller’s acts or omissions for: (i) incidental, special, punitive, or consequential damages of any nature, including, without limitation, economic loss or damages, whether for loss of revenue and/or profits, increased operating costs, loss of use, cost of capital or substitute facilities and services, downtime costs, delay costs, claims of any third parties for any of the above, or otherwise; or (ii) any damage or loss in excess of the purchase price actually paid by Buyer. (b) Any action by Buyer must be commenced within one (1) year after the cause of action has accrued. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 13 6. CHANGES, SUBSTITUTIONS, AND CANCELLATION. (a) Any changes requested by Buyer are not effective unless accepted in writing by an authorized representative of Seller at Seller’s corporate offices or factory. Any changes accepted by Seller that affect the specifications or scope of work of an order shall entitle Seller to an adjustment to the price, delivery schedule, or other terms affected by such change, as appropriate. (b) Seller may furnish suitable substitutes for materials unobtainable due to regulations of governmental authorities or unavailability of materials from suppliers. Details of design and construction in any quotation are approximate and subject to revision by Seller. If changes in performance of services or in materials, design, layout, or arrangement of goods are desired or required by conditions of which Seller was unaware or that were unforeseen by Seller, the price is subject to revision. (c) Buyer may cancel an order only with the written consent of Seller and upon payment of cancellation charges. In the event Seller accepts such cancellation of all or any part of the Work, Buyer shall be liable for the higher of: (i) 25% of the purchase price; (ii) any loss incurred by Seller, including, without limitation, costs of engineering, reconditioning, labor, materials, and Seller’s margin; or (iii) costs required by any cancellation and delay policy of Seller. 7. APPROVALS, INSPECTION, AND ACCEPTANCE. (a) Buyer’s approval, or failure to disapprove, of drawings submitted under an order constitutes Buyer’s acceptance of equipment design, specifications, and other data contained in Seller’s submittals. (b) Inspection of goods at Seller’s factory by Buyer, or Buyer’s representatives, will be permitted insofar as such inspection does not interfere with Seller’s production and provided that complete written details of such inspection are submitted to Seller 10 days in advance. (c) Work shall be deemed accepted, and any claim of Buyer against Seller with respect to an order shall be waived and not enforceable, unless: (i) Buyer has promptly inspected the Work, and written notice from Buyer of any defect has been received by Seller within 48 hours of rejection of any goods inspected at Seller’s factory or, if no factory inspection has taken place, then within 30 days following any performance of services and/or delivery of goods; and (ii) Buyer has given Seller reasonable advance notice and authorization to attend any tests designed to demonstrate that Seller’s performance is nonconforming or goods are defective, and the test conditions are mutually agreed to by Buyer and Seller. (d) Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Seller. 8. PRICES, PAYMENT, AND CREDIT. (a) Unless other terms have been expressly stated by Seller in writing, Seller’s prices: (i) are FCA Seller’s Premises (Incoterms® 2010); (ii) do not include customs duties or any domestic or foreign sales, use, excise, VAT, or similar taxes under existing or future laws (with Buyer to be charged for same, unless Buyer has provided Seller with an appropriate tax exemption certificate); (iii) are valid for 30 days from the quotation date; and (iv) do not include costs for installation of goods. All quoted prices are in U.S. Dollars and are subject to correction for clerical errors. (b) Unless otherwise agreed in writing and subject to credit approval, payment terms shall be net 30 days from completion of services performed within the continental U.S. and/or from the date of shipment for goods sold within the U.S. Unless otherwise agreed in writing, payment shall be cash in advance or letter of credit for all services performed outside the continental U.S. and all export sales of goods from the U.S.; and no later than 60 days prior to the schedule start date for services and each scheduled shipment date for goods, Buyer shall wire transfer funds to Seller’s account or cause to be issued for Seller’s benefit an irrevocable letter of credit in U.S. Dollars in the full amount of the purchase price, plus prepaid freight if applicable, such letter of credit (i) to be issued or confirmed by a prime U.S. bank acceptable to Seller; (ii) to be subject to and governed by the Uniform Customs and Practice for Documentary Credits (ICC Publication No. 500) and to be otherwise acceptable in form and substance to Seller; and (iii) to provide for payment to Seller of the full amount of the purchase price plus prepaid freight in U.S. Dollars, on presentation by Seller of sight drafts, Seller’s invoice, and such other documents as shall be reasonably required by the letter of credit. All banking and other charges for such letter of credit are for the account of Buyer. (c) Partial payments shall become due with partial performance of services or partial shipments of goods. Seller will charge 1½% per month (or such lower percentage as required by applicable law) of the unpaid invoice balance, commencing 30 days following completion of services or the shipment date of goods. Any delay in performance of services or delivery of an installment of goods shall not relieve Buyer of its obligation to accept and make payment for remaining performance or installments. If Buyer is notified by Seller that the goods are ready for shipment and there is an unreasonable delay in shipment for reasons beyond Seller’s control (including Buyer’s failure to provide shipping instructions), the completion date of the goods shall be treated as the date of shipment for payment purposes, and completed goods shall be held at Buyer’s risk of loss or damage, with Buyer paying all storage and insurance expenses. (d) Seller may, at its option, decline to provide services or deliver goods, except for cash in advance, or stop goods in transit whenever, for any reason, Seller doubts Buyer’s financial responsibility. 9. GOODS FOR RE-EXPORT. If the ultimate destination of Work is outside the U.S., then Buyer shall designate such country on its purchase order. In the event that Buyer purchases Work for re-export without so notifying Seller, Buyer shall have sole liability and shall defend and indemnify Seller for any loss or damage (including, without limitation, claims of governmental authorities) arising from the export from the U.S. or import into another country of such Work, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Seller shall have sole responsibility for obtaining any required export licenses. Buyer shall neither take, nor solicit Seller to take, any action that would violate any anti-boycott, anti-corruption, or any export or import statutes or regulations of the U.S. or other governmental authorities and shall defend and indemnify Seller for any loss or damage arising out of or related to such action. 10. PROPRIETARY INFORMATION. Seller retains title to all engineering and production prints, drawings, technical data, and other information and documents that relate to the services and goods sold to Buyer. Unless advised by Seller in writing to the contrary, all such information and documents disclosed or delivered by Seller to Buyer are to be deemed proprietary to Seller and shall be used by Buyer solely for the purpose of inspection, installation, and maintenance and not used or disclosed by Buyer for any other purpose. 11. EXCLUSIONS. In no event shall Seller have any obligation (a) to identify or correct any defective wiring or equipment, to identify or correct any code violations, or to remove from Buyer’s premises any defective equipment unless expressly stated in the applicable scope of work; or (b) to identify, correct, abate, clean up, control, or remove from Buyer’s premises any toxic or hazardous material. 12. MISCELLANEOUS. All rights and remedies of Seller under these Terms are in addition to its rights at law and in equity. Any delegation or assignment by Buyer of any of its responsibilities or rights without Seller’s prior written consent shall be void. The validity, performance, and interpretation of these Terms and any referenced attachment shall be governed by the law of the State of Wisconsin, U.S.A., including the United Nations Convention on Contracts for the International Sale of Goods when applicable, without reference to principles of conflicts of laws. The invalidity or illegality of any provision of these Terms shall not render invalid or illegal any other provision. Seller’s failure at any time to require performance by Buyer of any of these Terms shall not serve as a waiver or diminish Seller’s right to demand strict compliance with such provision or with other of these Terms. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 © 2022 Prolec-GE Waukesha, Inc. 14 Beta EngineeringCity of Denton 2520 E McKinney St, Denton, TX 76209 INSURANCE REQUIREMENTS Certificates of insurance must be on file with Beta EngineeringCity of Denton (“Company”) prior to commencement of Work, and such coverage must remain in effect for the duration of this Agreement. Waukesha shall provide thirty (30) days' written notice to Company prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of Company to enforce the insurance requirements listed below will not relieve Contractor of responsibility for maintaining these coverages. POLICIES LIMITS Workers’ Compensation: Statutory Employer’s Liability: Each Accident: Employer’s Liability Disease Each Employee: Employer’s Liability Disease Policy Limit $1,000,000 $1,000,000 $1,000,000 Commercial General Liability: coverage for products/completed operations, contractual liability and personal injury. $1,000,000 Each Occurrence $2,000,000 General Aggregate Automobile Liability: Combined Single Limit, for all owned, non- owned and hired automobiles. $1,000,000 ADDITIONAL ENDORSEMENTS REQUIRED AND TO BE STATED ON CERTIFICATES OF INSURANCE: Company must be included as additional insureds for the Work on a primary and non-contributory basis, with respect to General Liability. All policies applicable to the Work must contain a waiver of subrogation in favor of Company. DocuSign Envelope ID: E67B1849-8EE4-4E89-BF18-AAA2D542E299 Certificate Of Completion Envelope Id: E67B18498EE44E89BF18AAA2D542E299 Status: Completed Subject: ***Purchasing Approval*** 7670 - Hickory GIS Substation Design Build CO 2 Source Envelope: Document Pages: 17 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/12/2023 10:36:56 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/12/2023 10:48:27 AM Viewed: 5/12/2023 10:48:37 AM Signed: 5/12/2023 10:48:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign George Brashear george.brashear@betaengineering.com Executive Vice President Beta Engineering, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.88.4.158 Sent: 5/12/2023 10:48:44 AM Viewed: 5/12/2023 10:49:37 AM Signed: 5/12/2023 12:15:28 PM Electronic Record and Signature Disclosure: Accepted: 5/12/2023 10:49:37 AM ID: 4ec1115c-d2d5-4923-b4a6-b5b76c361fb2 Mark Zimmerer mark.zimmerer@cityofdenton.com Electric Engineering Supervisor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/12/2023 12:15:30 PM Viewed: 5/12/2023 12:35:00 PM Signed: 5/12/2023 12:35:41 PM Electronic Record and Signature Disclosure: Accepted: 5/12/2023 12:35:00 PM ID: 6d92d257-6841-4bdb-b3ff-ea272da73330 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/12/2023 12:35:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/12/2023 10:48:28 AM Certified Delivered Security Checked 5/12/2023 12:35:00 PM Signing Complete Security Checked 5/12/2023 12:35:41 PM Completed Security Checked 5/12/2023 12:35:44 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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