7995 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
COOP 7995
Not Applicable
High Voltage Circuit Breakers
Christa Christian
DECEMBER 13, 2027
DECEMBER 13, 2022
22-2477
File 7995
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND SIEMENS ENERGY, INC.
(File # 7995)
THIS CONTRACT is made and entered into this date _______________________, by and
between Siemens Energy, Inc. a Delaware Corporation, whose address is 1999 Bryan St. Ste. 900,
Dallas, TX 75201-3136 , hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly
authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached
hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written
agreement and the following items which are attached hereto, or on file, and incorporated herein by
reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Lower Colorado River Authority (LCRA) Cooperative Purchasing Contract #5539 with
Siemens Energy, Inc. (Exhibit “B” on file at the office of the Purchasing Agent);
(c) Siemens Energy, Inc. quote (Exhibit “C”);
(d) City of Denton Standard Terms and Conditions (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit “E”);
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F")
These documents make up the Contract documents and what is called for by one shall be as binding
as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract
documents, the inconsistency or conflict shall be resolved by giving precedence first to the written
agreement then to the contract documents in the order in which they are listed above. These documents
shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
12/13/2022
File 7995
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms be in
writing will be satisfied using electronic documents and signing. Electronic signing of this document will
be deemed an original for all legal purposes.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
File 7995
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day
first above written.
SUPPLIER
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
2022-
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
n.siddiqui@siemens-energy.com
601-940 6446
Muhammad Siddiqui
Switchgear Americas
Siemens Energy Inc.
Head of Offer Management
Electric
DME General Manager
Antonio Puente, Jr.
Sara Hensley City Manager
File 7995
Exhibit A
Special Terms and Conditions
1. Contract Term
The contract term will be three (3) years, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. At the sole option of
the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6)
months.
2. Total Contract Amount
The contract total shall not exceed $ 2,510,130.00. Pricing shall be per Exhibit C attached.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
File 7995
Exhibit C
Siemens Energy, Inc. Quote (Proposal 21340SM-J-1c)
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed Siemens
Energy.
August 1, 2022
Siemens Energy, Inc.
444 Hwy 49 South
Richland, MS 39218
Presented by:
Joe Janikowski
Applications Engineer HVCB
(601) 383-0394
Joseph.janikowski@siemens.com
City Of Denton
5 Year High Voltage Breaker Blanket*
SF221972992
HV Circuit Breaker
Proposal 21340SM-J-1c
EXHIBIT CDocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 2 of 33
Dear Customer:
Siemens Energy, Inc. would like to sincerely thank you for the opportunity to provide a
proposal to you from our Jackson, MS, USA facility. The SPS2 Gas Circuit Breaker and
CPV2 Circuit Switcher product lines have proven to be a successful global product offering.
Since the introduction of the SPS2/3AP family in 1997 we have shipped over 50,000 units
from our Jackson-MS factory and over 150,000 units globally. Our portfolio of products
produced in our facility includes:
SPS2(S)dead tank portfolio:CPV2S/3AP2 live tank portfolio:
15.5 - 72.5 kV, 1200 - 3000 A, 40 kA
123 - 170 kV, 1200 - 3000 A, 40 kA
123 - 170 kV, 1200 - 4000 A, 50/63/80kA
245 kV, 1200 - 4000 A, 40/50/63/80/90 kA
362 kV, 1200 - 5000 A, 63/80 kA
550 kV, 2000 - 5000A, 63 kA
15.5 - 72.5 kV, 1200 - 3000 A, 40 kA
123 - 170 kV, 1200 - 3000 A, 40 kA
245 kV, 1200 - 3000 A, 40 kA
362 kV, 1200 - 4000 A, 63 kA
550 kV, 1200 - 4000 A, 63 kA
800 kV, 1200 - 4000 A, 63 kA
No TRV capacitors are required to achieve full kA rating for typical applications!
Tested in accordance with C37.06.1 High rate of rise for TRV
The major components of these products are standardized across our complete product
offering including dead tank breakers, circuit switchers (Siemens Energy switchers are live
tank breakers) and GIS. The commonality of parts across all voltage ranges enables
customers to reduce cost, minimize spare parts inventory and provides a common platform
for product training. The SPS2 and CPV2 families use state of the art “self-extinguishing
principal” interrupters in all ratings. The FA-2 spring-spring mechanism is used for 15.5 kV to
170 kV, 40 kA units; the FA-4/5 spring-spring mechanism is used for 121kV to 245kV-3
cycle, 63kA units; and the FA-5 spring-spring mechanism is used for 245kV-2 cycle, 362KV,
and 550kV.
Siemens Energy prides itself in providing the highest quality breakers in the industry while
maintaining flexibility to customize each unit to meet each customer’s unique needs. Some
examples of our premium design include: all roller or ball bearings, all sealed bearings, no
lubrication needed in the field, no adjustments required in the field. Our breakers and circuit
switchers have proven to be easier to put into service, require less maintenance and have a
lower total ownership cost over their lifetime than our competition.All Siemens Energy
breakers have a 12-year inspection / 25-year maintenance cycle, minimizing your total
cost of ownership! No adjustments or maintenance are required for life of the unit.
Again, we thank you for the opportunity to provide this proposal and look forward to any
feedback or questions which you may have while reviewing our proposal.
Sincerely,
Joe Janikowski
Applications Engineer
HV Circuit Breaker
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 3 of 33
Siemens Energy Offering Customer Value
Patented high-tech self-compression interrupter
with FA operating mechanism
Reliability with Industry-leading mean
time failure (MTBF) of 5,000+ years
Standardized platform concept for interrupter
and drives
Less inventories of breaker or spares
due to very short lead time for
replacement parts from factory
Spring-Spring mechanism drive - No
maintenance or lubrication required for the
operational lifetime of product
Saving of approx. $5-10K depending
on rating for no maintenance or
replacement of mechanism
63 kA fault duty breakers for all voltage classes
69 thru 550 kV – No external capacitance
requirement for full 63 kA fault duty
Saving of approx. $25-50K not
installing external capacitors
Similar installation footprints of all 72.5, 145 and
245 kV; 63 kA gang and Independent Pole
Operator (IPO) breakers
Saving of approx.$10,000 for
installation pad extension for future
IPO breakers use
170/80kA gang breaker without any external
capacitance for both SLF and TF exposure
Saving of approx. $25-50K not
installing external capacitors
Control cabinet orientation same as oil breaker
Can use same wireway when
replacing oil breaker resulting is
savings of approx. $5K
All ratings C2, M2 and E2 mechanical and
electrical endurance tested
Long life of 30+ years and 10,000
operations
SPS2 550 kV dead tank breaker with double
break interruption design
Customers can accommodate higher
X/R up to 35 (IEEE standard is 17)
especially close to generation
locations
SPS2 362 kV dead tank breaker with common
frame
Saving of approx. 50% cost of
foundation and approx. 50% of
installation labor cost (total value for
customer is up to $25 – 40K)
Circuit Switcher (CPV2S) up to 245 kV are
tested with more stringent breaker standard and
subjected to breaker production tests including
power frequency test on each circuit switcher
Provide extra reliability to customers
with reclosing capability within 3 cycle
Why A Siemens Energy Circuit Breaker / Switcher?
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 6 of 33
Optional:
Sensgear is a new state of art digitalized way of breaker monitoring via cloud;it does not have any breaker control
functionality; therefore, customer can use it for data analysis, predictive maintenance, and planning purpose.
Description:
IoT device is made in Europe per Siemens Energy design for specific use of Sensgear™ Basic IoT device is installed in breaker control cabinet
IoT device only collects data and transmits (one way) to cloud
Monitoring sensors are installed and tested at factory
Five (5) monitoring points are provided with Sensgear™ Basic
1. Fleet view of assets with GPS/GSM Antenna for location
2. SF6 gas monitoring and warning/alert messages
3. Control cabinet Temperature
4. Ambient temperature
5. Indication of switching position & Actual number of CB operation
AWS Cloud used to access information; web and mobile interface to provide instant information about
equipment details, alarm information, fleet location.
Cyber security concept designed considering NERC-CIP standards, secure cloud-based data storage with
SHA1 based integrity checks and 2-level user authentication.
Value Additions:
1. SF6 gas monitoring and reporting
It will avoid different interpretation of value by site personnel, save time and cost to travel to
substation to manually check SF6 gas every few months.
With Sensgear customer can get Alarm notification via SMS or Emails if SF6 gas reaches warning
value. Saving hefty penalties due to leakage of SF6 gas, cost saving for unplanned SF6 gas
emission repairs.
2. Reports absolute cabinet ambient temperature, if temperature reaches threshold values warning/alarms can
be sent to customer directly.
3. CB counter
Manual collection of data is required for maintenance planning; actual number of CB operation are
only visible in SCADA system.
Sensgear will indicate operation counter for maintenance prediction or inspection by alarm
notification via SMS or emails.
4. Customer will be able to have fleet view of breaker with Sensgear and weather information will be available.
5. Customer does not have to pay additional cost for storage of data on cloud.Unlimited data can be stored in
the cloud. Data available anytime, anywhere, with large storage capacity without need of control room
presence
6. Siemens Energy can provide one-time training for Sensgear/AWS cloud App at no charge
7. Need GSM card to connect with Cloud. No other communication channel is required
Terms & Condition for the use, please follow the link for the detail :https://info.sensproducts.siemens.com/
Qty Product Price
Item 4 Sensgear™ 1 Sensgear™ Basic $2,350.00 per breaker
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 7 of 33
Digitalization
Sensgear ® Basics - Breaker Data on your finger tips
Dead Tank Breaker
Live Tank Breaker / Circuit Switcher
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 8 of 33
Below mentioned optional parts / services can also be purchased with circuit breaker, please indicate as
separate line item in purchase order:
Item A:Spare Parts for Circuit Breaker
Qty. DESCRIPTION NET UNIT PRICE
1 Y-Relay $250.00
1 Close Coil $250.00
1 Trip Coil $250.00
1 Charging Motor $800.00
NOTE: Above spare parts prices are only valid with the purchase of the Circuit Breaker requested.
Item B:Factory Acceptance Testing (Not included in breaker price)
Should the customer request witness testing, Siemens Energy can accommodate the witness testing by customer
only on one of each rating of the purchased breakers for one day. Price for witness testing is $5,500 per day.
Siemens Energy is not responsible for the travel or other expenses. Please provide this request in the PO and
Siemens will provide the tentative schedule for the test.
Item C:Technical Field Assistance (Not included in breaker price)
Siemens Energy Field Service can also support to assist with the breaker installation and or commissioning services at
site, below is the contact for Service requirements/offers:
Shannon Thortis
Siemens Energy Inc.
Transmission Services
Cell: 601-940-7112
Shannon.thortis@siemens-energy.com
Bryson Berlin
Siemens Energy, Inc.
Transmission Services
Cell: 832-226-1022
bryson.berlin@siemens-energy.com
No sales or users tax is included in our prices.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 9 of 33
Siemens Energy circuit breakers are designed and tested according to applicable sections of ANSI/IEEE
C37 standard and are not guaranteed to conform to other standards included by reference only.
All Siemens Energy breaker products are type tested or certified according to ANSI/IEEE applicable standards
except CPV2 170 & 245 kV / SPS2S-170-40-3000 breakers are not tested to IEEE 693 High Seismic
Qualifications
Below are Siemens Energy, Inc. comments and clarifications/exceptions of LCRA breaker specification.
Pricing is subject to review every 6 months and review will be based on switchgear and transportation indices.
145kV Spec 7.5.31
Contacts cannot be slowly operated
145kV Spec 7.7.6.3
Breaker can withstand only 1.0 times normal line to ground system voltage at one atmosphere of SF6
145kV Spec 7.9.3
Tin plated Aluminum pads will be provided
145kV Spec 7.10.5
Siemens recommends a shared manifold without adding more potential leak points
145kV Spec 11.1.1.2
Power factor testing is not applicable to Siemens SF6 Power Circuit breakers and will not
be performed as routine manufacturer testing.
345kV Spec 7.5.32
Contacts cannot be slowly operated
345kV Spec 7.7.6(3)
Breaker can withstand only 1.0 times normal line to ground system voltage at one atmosphere of SF6
345kV Spec 7.7.6
Breaker can withstand only 1.0 times normal line to ground system voltage at one atmosphere of SF6
345kV Spec 7.10.5
Each phase will have a separate gas system
Current Transformers:
Bushing type current transformers will be provided; however, removal of the bushings will be required to
replace or exchange current transformers in the field for breakers at the 145kV voltage level.
Current transformers which are field removable are available with the addition of a special
application. Details and costs can be provided if this is a requirement.
Sulfur-Hexafluoride Gas:
Gas system will be identical to currently supplied Siemens circuit breakers.
SF6 gas piping will be copper identical to currently supplied units from Siemens.
Customer drawing approval:
Customer drawings for approval are in accordance with applicable standards and customer specification
for breaker if provided. Any additional mark up and requirement at approval stage will be subjected to price
and delivery changes
Clarifications/Exceptions
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 10 of 33
Customer approval process is required to be completed within 2 weeks after first submittal to maintain the
committed delivery date in order acknowledgement ARO.
Standard Document Submittals:
All electronic drawings will be in AutoCAD or pdf format transmitted via email. Siemens Energy standard
final submittal documents are, all other documents will be reviewed and charged separately:
Breaker outline
Bushing outline
Nameplate breaker
Nameplate operator
Nameplate BCT
CT curves
BCT diagram
Control diagrams
Gas Schematic
Production test report
Instruction book
Instruction Books:
Siemens Energy standard instruction books will be provided – instruction books, test reports and drawings are
separate documents.
Shipping:
Circuit breakers to be fully assembled, tested, and shipped except for the frame legs. Legs and mounting
hardware are shipped with breaker as loose parts. Breakers are shipped with positive SF6 gas pressure,
gas bottles for filling breaker to operating pressure are shipped loose if required.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 11 of 33
Circuit breaker(s) will be equipped and furnished as follows:
Note: Breaker(s) will be similar to units provided to LCRA.
Control and Operator Power Requirements:
Control supply voltage:125 VDC
Spring charge motor supply voltage:120 VAC / 125 VDC
Accessory supply voltage:120 VAC
Heater supply voltage:240 VAC
Standard components/accessories included:
One close coil
Dual trip coils
Local/remote selector switch
LED Position indicator lights GFI outlet inside control cabinet
Cabinet light with Switch
Wire markers on CT wiring (printed on wire)
Breaker frame mounted temperature compensated density switch and gauge
Anodized aluminum nameplates according to IEEE/ANSI standards
#14 AWG Type SIS control wiring
#10 AWG Type AMW-TEW CT wiring NEMA type 3R control cabinet painted ANSI 70 grey
Galvanized frame and leg assemblies
Standard installation toolkit included
SF6 fill gas included
1 Set of electronic AutoCAD approval drawings
1 Set of electronic AutoCAD certified drawings and 1 set shipped in breaker
1 Instruction book in PDF format and 1 Instruction book shipped in breaker
Customer specific components/accessories included:
Fused knife switches
Molded case air circuit breakers
Control switch
Spring charge alarm
Throw-over scheme on charging motor
External manual trip device
Thermostatically controlled cabinet heaters
Loss of voltage relays
Auxiliary switches for customer use
NEMA 4-hole tin-plated aluminum terminals
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 12 of 33
Approval drawings (if req’d) will be transmitted 10-12 weeks after receipt of purchase order at factory with all necessary
technical information or 12 weeks prior to shipment whichever expires later. Failure to approve drawings within two (2)
weeks after submittal may delay shipment; approval drawings must be finalized a minimum of 12 weeks prior to the
shipment date.
TERMS OF PAYMENT:All invoices should be paid Net 30 days (subject to credit approval)
SHIPPING DATE:Typical current lead times are given in below table, however, to be
confirmed at time of order and subject to drawing approvals
Breaker Rating Lead Time
72.5kV – 40 kA Dead Tank 43 – 47 weeks
115 – 145 – 170kV – 40 kA Dead Tank 53 – 57 weeks
72.5 – 145 - 170 kV – 63 kA Dead Tank 43 – 47 weeks
245 kV – 63 kA Dead Tank 43 – 47 weeks
362 kV – 63 kA Dead Tank 53 – 56 weeks
550 kV – 63 kA Dead Tank 56 – 60 weeks
Circuit Switcher / CPV2 - All ratings 45 – 47 weeks
Independent Pole Operator (IPO) – All ratings 53 – 56 weeks
DELIVERY TERMS:Freight is included in the quoted price for shipments within the contiguous
48 United States. Additional shipping charges may apply if conditions do
not permit Seller to utilize its standard delivery methods to the requested
delivery destination.
WARRANTY:
Bid Validity
The warranty period covers the equipment for sixty (60) months after
shipment.
30 days from offer submittal date
CONDITIONS:Siemens agrees to LCRA terms and conditions 5539 with noted changes.
*Pricing:Pricing is subject to review every 6 months and shall be based on
Switchgear indices and transportation indices.
Commercial Terms
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 13 of 33
CANCELLATION POLICY:
Cancellation of equipment for High Voltage circuit breakers will be subject to cancellation charges based
on the following policies: (all percentages refer to contract price)
Cancellation Schedule Percentage
After receipt of order, but before approval drawings submission 5%
After submission of approval drawings, but before production release 10% + Cost of any special &
customized parts
After release to manufacturing, but before shipment 75%
Scheduled to ship in less than thirty (30) days are non-cancellable 100%
OTHER SPECIALTERMS:
Global COVID-19 Clause
The worldwide outbreak of the coronavirus disease (“COVID-19”), affects or is likely to affect usual business activities
and/or the execution of work under this offer. As the impacts from COVID-19 are unknown and unknowable at this
time, Siemens Energy commitments regarding the scope contemplated hereunder including procurement lead-time,
delivery date, resources, and schedule are provided without consideration of such potential impacts from COVID-19.
Siemens Energy is closely monitoring the development of COVID-19 and its associated impacts and will endeavor to
inform customers of the impacts that COVID-19 has or may have on Siemens Energys’ manufacturing, supply chain,
operations, logistics, and personnel relating to Siemens Energys’ scope of supply contemplated hereunder. If
required to overcome the consequences directly or indirectly caused by COVID-19, Siemens Energy shall be entitled
to relief of its obligations in schedule, price, or any other reasonably required adjustment of this offer. In the event
equipment delivery is contemplated hereunder, Siemens Energy shall be entitled to postpone or provide partial
deliveries to the extent Siemens Energys’ ability to supply, or deliver is impacted by COVID-19.
Reservation Clause
The Parties acknowledge that the outbreak of the military conflict and / or any events related thereto (the “Conflict”)
between Ukraine and Russia is likely to negatively affect usual business activities around the globe and / or the
execution of the Contract in various ways, whether known, unknown, whether foreseeable or unforeseeable.
Therefore, the Parties agree that the Contractor shall not be liable for any negative impact or impediment of its
performance obligations under or in connection with this Contract arising or being aggravated in connection with the
Conflict (the “Impact”). In particular, without limiting the generality of the foregoing, unmanageable and unforeseeable
disruptions in the availability of critical materials (e.g. steel products almost exclusively produced in the region of the
Conflict) and unpredictable price increases for certain materials, energy and transportation are already visible in the
global markets. Therefore, the Contractor shall be entitled to an extension of time for execution and / or an adjustment
of the contract price and / or other reasonable adjustments to the Contract to the extent required to mitigate and / or
compensate the Impact. However, the Contractor shall remain obliged to exercise reasonable efforts to mitigate the
Impact
Price Policy
Due to the unprecedented COMMODITY inflation and global supply chain challenges, Seller shall notify the Buyer if,
at any time during contract performance, the raw material costs, logistics costs or any other reason(s) beyond seller’s
control causing the unit prices for breakers under the agreement are required to be adjusted. The notice shall include
the Seller’s request for an adjustment including supporting data explaining the cause, effective date, and the changes
in per unit or contract amount for mutual agreement.
Export Compliance
Offer validity is subject to compliance with applicable export laws and regulations relating to the sale, exportation,
transfer, assignment, disposal and usage of the goods provided under this agreement, including any export license
requirements and a successful screening within DAMEX-E system.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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Siemens Energy Standard Terms and Conditions of Sale for Product and Services
SP2020 Version 1 dated September 30th, 2020
(For Sales in the USA, Excluding the State of Louisiana & International Sales)
These Terms and Conditions Govern
the Sale of Equipment and Services
The terms and conditions set forth in the Siemens proposal and these terms and conditions govern the Siemens
proposal and any Agreement between the parties for the Equipment and/or Services covered by such proposal. Each
proposal is valid for sixty (60) days from the date of the proposal unless extended or withdrawn in writing by Siemens.
The issuance of a Purchaser purchase order or any other reasonable manner of acceptance by Purchaser
communicated to Siemens during such validity period will form an Agreement based upon the terms and conditions of
the Siemens proposal and these terms and conditions. The following order of precedence shall prevail: (i) an
integrated agreement, if any, signed by Siemens and Purchaser; (ii) any change orders executed by the Parties; (iii)
Siemens proposal; (iv) these terms and conditions; (v) Purchaser’s purchase order (as accepted by Siemens and
excluding those items noted in Article 1(b) below).
1. Definitions
Whenever used in this document with initial capitalization, the following
definitions shall be applicable:
(a) “ACM” as used herein shall mean Asbestos and Presumed Asbestos
Containing Materials.
(b) “Agreement” means the Siemens proposal, these terms and conditions, Purchaser’s purchase order, as
accepted by Siemens, (excluding any preprinted terms and conditions on said purchase order and in any
attachments to or Purchaser documents referenced in said purchase order) or other document evidencing
acceptance of the Siemens offer as set forth in the Siemens proposal; or an integrated agreement signed by
Siemens and Purchaser; for the Equipment, and/or Services.
(c) “Asbestos” shall have the meaning set forth in United States Code of Federal Regulations Chapter 29,
Sections 1926.1101 et seq.
(d) “Delivery” means delivery in accordance with the applicable delivery term stated in Article 5(a) below or,
unless otherwise provided in the proposal.
(e) “Equipment” means equipment, components, parts, materials and Software provided by Siemens pursuant to
the Agreement.
(f) “Field Installation Services” means the installation by Siemens of Purchaser’s Material at the Site.
(g) “Field Repair and Modernization Services” means the repair, modification or modernization work, or some or
all of them, performed by Siemens on Purchaser’s Material at the Site and for certain activities at a repair
facility selected by Siemens.
(h) “Hazardous Material” means any material listed in the “Hazardous Material Table” set forth in 49 CFR
172.101 as amended.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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(i) “Maintenance Services” means the disassembly, inspection and reassembly of Purchaser’s Material at the
Site.
(j) “Nuclear Incident” shall have the meaning set forth in the Atomic Energy Act of 1954, 42 U.S.C. 2011, et seq.,
as amended.
(k) “Party” means individually either Siemens or Purchaser.
(l) “Parties” means collectively both Siemens and Purchaser.
(m) “Presumed Asbestos Containing Material” shall have the meaning set forth in United States Code of Federal
Regulations Chapter 29, Sections 1926.1101 et seq.
(n) “Purchaser” means the entity purchasing Equipment and/or Services, as well as any other owners of the
facility where the Equipment or Purchaser’s Material is or will be situated.
(o) “Purchaser’s Material” means the equipment, materials, components and items of any kind owned by
Purchaser or any other owner of the Site for which Services are to be provided or are provided under the
Agreement.
(p) “Resultant Data” means data or information that is generated or derived from or a result of any modification,
adaption, revision, translation, abridgement, condensation, compilation, evaluation, expansion or other
recasting or processing of the Purchaser’s data.
(q) “Services” means Shop Repair and Modernization Services, Field Installation Services, Field Repair and
Modernization Services, Maintenance Services, Training Services and Technical Services; or some or all of
them provided by Siemens pursuant to the Agreement.
(r) “Services on Third Party Parts” means Services in connection with Third Party Parts.
(s) “Shop Repair and Modernization Services” means work performed by Siemens on Purchaser’s Material at a
Siemens manufacturing plant, a Siemens repair facility or another suitable facility selected by Siemens.
(t) “Siemens” means Siemens Energy, Inc. or its affiliated companies and subsidiaries (including but not limited
to Siemens Demag Delaval Turbomachinery, Inc., Dresser-Rand, Co.) as set forth in the Agreement, and their
respective successors and assigns, and each of their partners, principals, shareholders, directors, officers,
employees, and agents.
(u) “Site” means the Purchaser’s facility where the Equipment or Purchaser’s Material is or will be situated.
(v) “Special Services” means the performance by a Siemens field service representative of diagnostic and
operational troubleshooting on Purchaser’s Material, both online and offline. This work may be conducted on
Site or by telecommunication.
(w) “Software” means instructions in machine readable form, other than source code, and associated
documentation delivered by Siemens to Purchaser in chip, disk and/or tape format.
(x) “Subsupplier” means any subcontractor or supplier of any tier who supplies goods and services to Siemens in
connection with the obligations of Siemens under the Agreement.
(y) “Technical Field Advice” (sometimes referred to as Technical Field Assistance) means the advice and
consultation given to Purchaser’s personnel by a field service representative of Siemens with respect to:
a. installation, inspection, repair and/or maintenance activities performed by others at the Site, and
b. any Siemens recommended quality assurance procedures for activities performed at the Site.
(z) Technical Field Advice does not include management, supervision or regulation of Purchaser’s personnel,
agents or contractors.
(aa) “Technical Services” means (i) Technical Field Advice; (ii) Special Services; (iii) inspection of equipment
which has been disassembled by Purchaser or others; (iv) technical evaluation of inspections performed by
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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Siemens, Purchaser or others; (v) technical information provided by Siemens, including data interpretation
and reports; (vi) inspections, technical evaluation of inspections, technical analysis of materials and technical
recommendations related to Shop Repair and Modernization Services; (vii) advice and consultation given to
Purchaser’s personnel at the Site or at a Siemens facility by a Siemens engineer or technician; and/or (viii)
advice and guidance given to Purchaser by Siemens field engineer(s) regarding methods and procedures for
installation, maintenance and/or calibration of the Equipment or Purchaser’s Material.
(bb) “Third Party Parts” means parts, components, equipment or materials provided by Purchaser under the
Agreement or that exist in the Purchaser’s Material which were not manufactured or supplied by Siemens or
the predecessors of Siemens or which were originally supplied by Siemens or the predecessors of Siemens
and subsequently repaired, serviced or otherwise modified or altered by any party not affiliated with Siemens
or with a predecessor of Siemens.
(cc) “Training Services” means training and consultation services given to Purchaser’s personnel or Purchaser
subcontractor at the Site or at a Siemens facility by a Siemens trainer or technical advisor.
2. Scope
Siemens will furnish to Purchaser Equipment, and/or Services as specified in and pursuant to the Agreement.
3. Price Policy
Unless otherwise stated in the Siemens proposal, the price does not include unloading, disassembly and reassembly
of Purchaser equipment or Equipment and/or installation of Software at the Site. The price for the Equipment and/or
Services is set forth in the proposal, which amount shall be adjusted as expressly provided in the Agreement.
4. Terms of Payment
A.Unless otherwise specified, Siemens shall issue invoices in accordance with the schedule set forth in the
Siemens proposal. If an invoice schedule is not set forth in the Siemens proposal, Siemens shall issue invoices as
the work is completed. In any event, all invoices shall be paid by Purchaser within thirty (30) days after the date of the
invoice.
B.In any instance where Purchaser is unable to return Equipment or components to Siemens for fitting or for
coordination with other assemblies by the specific date agreed to in the Agreement or where a portion of the work is to
be performed by Siemens at a later date, Siemens reserves the right to invoice Purchaser for work performed to date
and either ship the components to Purchaser in their existing state or hold the components in storage at Purchaser’s
risk and expense. That portion of the work which is to be performed by Siemens at a later date will be performed as a
Purchaser requested change under Article 18, Changes.
C.If shipments are delayed by Purchaser, affected payments shall become due based on the date Siemens is
prepared to make shipment.
D.Any past due amounts shall, without prejudice to the right of Siemens to payment when due, bear interest at a
floating rate equivalent to one-twelfth (1/12) of the per annum prime rate charged by JPMorgan Chase Bank, New
York, New York, U.S.A., as such prime rate is published on the first banking day following the date payment is due,
plus an additional one-half of one percent (0.5%), payable each month or portion thereof that payment is delayed. If
payments are not made when due Siemens may, upon fifteen (15) days written notice and at its option, (i) terminate
this Agreement (which termination shall be treated as a termination pursuant to Article 11(C), Termination) or (ii)
suspend all further work hereunder. Resumption of work thereafter is contingent upon correction of the payment
deficiency by Purchaser. The schedule for the resumed work will be established by Siemens based on its then current
workload and the availability of other resources. All Siemens expenses associated with any such suspension shall be
for the account of Purchaser.
E.If a good faith dispute exists over the amounts to be paid, Purchaser shall notify Siemens in writing of such
dispute and Purchaser shall pay the undisputed amount. The disputed portion may be held in abeyance until
resolution of the dispute with the disputed portion, together with interest as specified in subsection D above, due thirty
(30) days after said resolution.
F.Unless otherwise set forth in the Siemens proposal, if shipment (from the manufacturing plant or repair facility
where the work is performed) and/or Delivery of an item of the Equipment or completion of a portion of the Services is
delayed for causes which are within the reasonable control of Siemens, issuance of the invoice covering the final five
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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percent (5%) payment for the delayed work will be deferred for twice the number of months by which
shipment/Delivery of such item of the Equipment or completion of such portion such Services is delayed; provided,
however, that such deferral of the final invoice shall only be applicable if the delay in shipment and/or Delivery of the
Equipment or the delay in completion of the Services has actually delayed the Purchaser’s project for which the
Equipment and/or Services were purchased.
G.UNLESS OTHERWISE AGREED BY THE PARTIES EXPRESSLY IN THE AGREEMENT, THE REMEDIES
OF PURCHASER SET FORTH ABOVE AND/OR IN THE SIEMENS PROPOSAL FOR DELAY IN
SHIPMENT/DELIVERY OR COMPLETION OF SERVICES CAUSED BY SIEMENS ARE PURCHASER’S SOLE AND
EXCLUSIVE REMEDIES AND NO OTHER REMEDIES OF ANY KIND WHATSOEVER SHALL APPLY. Deferral of
the issuance of the final five percent (5%) invoice as set forth above or provision of the remedy set forth in the
Siemens proposal shall constitute complete fulfillment of all liabilities of Siemens to Purchaser for delay in
shipment/Delivery of Equipment or completion of Services whether based in contract, in tort (including negligence and
strict liability), or any other theory of recovery. Further, the Parties agree that such deferral or any other option noted
in Siemen’s proposal are a reasonable determination of the damages that Purchaser would incur as a result of the
delay in Delivery of the Equipment or in completion of the Services and do not constitute a penalty.
5. Delivery, Title and Risk of Loss or Damage
A.Unless otherwise stated in the Siemens proposal, delivery of each component of Equipment shall be made
FCA (Incoterms 2020) at the manufacturing plant. Subject to the provisions of subsection B below, legal and equitable
title and risk of loss or damage to each such component of the Equipment shall pass from Siemens to Purchaser upon
Delivery. Upon Delivery, the Equipment shall be deemed accepted if Purchaser does not, in writing, reject such
Delivery within forty-eight (48) hours.
B.Title to and right of possession of any Software licensed hereunder, without legal process, shall remain with
Siemens or its licensor, except that Purchaser shall have the right of possession and use of the Software provided
hereunder for the terms of the corresponding license provided herein, so long as no breach of this Agreement has
been made by Purchaser and all payments due Siemens have been paid. Nothing in this Agreement shall be
construed as giving Purchaser any right to sell, assign, lease or in any other manner transfer or encumber Siemens’
or its licensor’s ownership of the Software, or as limiting Siemens or its licensor from using and licensing the Software
to any third party.
C.Purchaser’s Material sent to Siemens for Shop Repair and Modernization Services or Purchaser’s Material or
Equipment being returned pursuant to the provisions of the Warranty or Patents Articles of the Agreement will be
delivered by Purchaser at its expense to the repair or manufacturing plant designated by Siemens where the work is
to be performed. Title to such Equipment or Purchaser’s Material will remain at all times with Purchaser. Risk of loss
or damage to such Equipment or Purchaser’s Material will transfer to Siemens upon its arrival on board the carrier at
the repair or manufacturing plant and will transfer back to Purchaser upon its delivery to the carrier at the repair or
manufacturing plant for return to Purchaser. Delivery of Purchaser’s Material shall be made when the item is placed
on board carrier at the repair or manufacturing plant. When repair work is performed by Siemens at the Site, title and
risk of loss or damage to the Equipment, to Purchaser’s Material and to other property shall remain at all times with
Purchaser. Title to any defective or nonconforming components of the Equipment that are replaced by Siemens, as
part of its warranty obligations or as part of the Shop Repair and Modernization Services shall, at Siemens' option,
revert back to Siemens upon completion of the replacement, with a deemed value of zero.
D.Risk of loss of or damage to Purchaser’s Material or other property located at the Site shall remain with
Purchaser at all times during the performance of work hereunder. If Purchaser procures or has procured property
damage insurance applicable to occurrences at the Site, Purchaser shall obtain a waiver by the insurers of all
subrogation rights against Siemens and its Subsuppliers.
6. Transportation
A.Transportation and Storage: When items of Equipment are ready for shipment or Shop Repair and
Modernization Services are completed on Purchaser’s Material, Siemens will notify Purchaser to arrange for
shipment. If Siemens has agreed in the Siemens proposal to transport Equipment, when items of Equipment are
ready for shipment or Shop Repair and Modernization Services is completed on Purchaser’s Material, Siemens will (i)
in the absence of shipping instructions, inform Purchaser of pending shipment and Purchaser will thereafter promptly
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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give shipping instructions to Siemens; (ii) determine the method of transportation and the routing of the shipment and
(iii) ship the Equipment or Purchaser’s Material freight prepaid and included in the price by Normal Carriage:
(1)to Purchaser’s designated destination when shipped by highway transport; or
(2)to the nearest suitable rail siding to Purchaser’s designated destination when shipped by rail transport.
In the event that Purchaser fails to provide Siemens with timely shipping instructions, Siemens will ship the Equipment
or Purchaser’s Material by Normal Carriage to Purchaser or to a suitable storage location selected by Siemens.
If the Equipment and/or Purchaser’s Material is to be placed into storage in accordance with the above, Delivery of the
Equipment or Purchaser’s Material shall be deemed to have occurred for all purposes under the Agreement, including
any payment due upon Delivery, at the time the Equipment or Purchaser’s Material is placed on board the carrier for
shipment to the storage location. If the Equipment and/or Purchaser’s Material is to be stored in the facility where
manufactured, or where Shop Repair and Modernization Services are performed, Delivery shall be deemed to have
occurred when the Equipment and/or Purchaser’s Material is placed into the storage location at such facility.
In the event of storage pursuant to the preceding paragraph, all expenses thereby incurred by Siemens, such as
preparation for and placement into storage, handling, freight, storage, inspection, preservation, and taxes, shall be
payable by Purchaser upon receipt of an invoice(s) from Siemens. When conditions permit and upon payment to
Siemens of any additional amounts due hereunder, Purchaser shall arrange, at its expense, for removing the
Equipment and/or Purchaser’s Material from storage. Purchaser shall be responsible for insuring the Equipment and
Purchaser’s Material while in storage.
B.Normal Carriage: When Siemens is providing the transportation of the Equipment and/or Purchaser’s
Material, Siemens shall make every reasonable effort to ship by highway transport unless rail transport is required.
Normal Carriage means carriage either by highway transport (provided this does not necessitate use of specialized
riggers trailers) or by rail transport, on normal routing from the repair facility or manufacturing plant to (i) Purchaser’s
designated destination when shipped by highway transport or (ii) the nearest accessible suitable rail siding to
Purchaser’s designated destination when shipped by rail transport or (iii) the port of export selected by Siemens in the
forty-eight (48) continental United States if Purchaser’s designated destination is outside the United States or is in
Alaska or Hawaii.
C.Special Transportation and Services: Purchaser agrees to pay or to reimburse Siemens for any
transportation charges in excess of regular charges for Normal Carriage, including, but not limited to, excess charges
for special routing, special trains, specialized riggers trailers, lighterage, barging and air transport.
Purchaser also agrees to pay or to reimburse Siemens for any cost incurred or charge resulting from special services
performed in connection with the transportation of the Equipment or Purchaser’s Material, including, but not limited to,
the construction and repair of transportation and handling facilities, bridges and roadways, of whatever kind and
wherever located.
7. Warranty
A.Equipment Warranty and Exclusive Remedy (excluding Software): Siemens warrants that each component of
the Equipment (excluding Software and consumables) furnished to Purchaser will be free of defects in workmanship
and materials until the earlier of eighteen (18) months after the Delivery of such component of the Equipment or one
(1) year from the date of first use of such component of the Equipment (the “Equipment Warranty Period”).
If during the Equipment Warranty Period (or the Warranty Repair Warranty Period per Article 7(H), if applicable),
Siemens is promptly notified in writing that the Equipment or any component thereof fails to conform to the Equipment
Warranty, Siemens will at its option and expense correct such nonconformity by repair or replacement.
B.Software Warranty and Exclusive Remedy: Siemens also warrants that the Software will comply with the
functional specifications as set for in this Agreement until the earlier of eighteen (18) months after the Delivery of such
Software or one (1) year from the date of first use of the Software (the “Software Warranty Period”). Siemens does not
warrant that the Software will be error free or that Purchaser will experience uninterrupted performance.
If during the Software Warranty Period (or the Warranty Repair Warranty Period per Article 7(H), if applicable),
Siemens is promptly notified in writing that the Software fails to conform to its warranty, and such failure is
reproducible Siemens will at its option and expense correct the nonconformity by correction or deployment of an
updated version, or patch in the medium originally supplied, or by providing a procedure to Purchaser for correction of
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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the nonconformity. The obligations to provide software updates hereunder shall not include any obligation on
Contractor to provide software upgrades without entitlement to a Change Order. Third party Software shall be
warranted on a pass-through basis in the same manner and for the same period and extent provided to Siemens by
the entity which supplied said third party software.
C.Field Installation Services, Field Repair and Modernization Services, Maintenance Services, and/or Shop
Repair and Modernization Services Warranty and Exclusive Remedy: Siemens warrants that the work performed by
Siemens on Purchaser’s Material, including any materials (excluding consumables) supplied by Siemens in
connection therewith (hereinafter in this subsection C referred to as the “Work”), will be free of defects in,
workmanship and materials until one (1) year after the completion of such services (the “Field and Shop Repair and
Modernization Services Warranty Period”).
If during the Field and Shop Repair and Modernization Services Warranty Period (or the Warranty Repair Warranty
Period per Article 7(H), if applicable), Siemens is promptly notified in writing that the Work or any part thereof fails to
conform to the Field Installation Services, Field Repair and Modernization Services, Maintenance Services, and/or
Shop Repair and Modernization Services Warranty, Siemens will at its option and expense correct such
nonconformity by repair, replacement or reperformance of the defective portion of the Work. If repair, replacement or
reperformance is impracticable, Siemens will refund the amount of the compensation paid to Siemens by Purchaser
for such nonconforming portion of the Work.
D.Technical Services and Training Services Warranties and Exclusive Remedy: Siemens warrants for each
item of Technical Services that (i) the advice, recommendations and performance of its personnel will reflect
competent professional knowledge and judgment and (ii) the technical information, reports and analyses transmitted
by Siemens in connection therewith will reflect competent professional knowledge and judgment, beginning with the
start of the item of Technical Services and ending one (1) year after completion of said item of Technical Services by
Siemens (the “Technical Services Warranty Period”). Siemens warrants that for each item of Training Services that
such shall be performed in a professional and workmanlike manner beginning with the start of the item of Training
Services and ending ninety (90) days after completion of said item of Training Services by Siemens.
If during the Technical Services Warranty Period or Training Services Warranty Period (or the Warranty Repair
Warranty Period per Article 7(H), if applicable), Siemens is promptly notified in writing that any portion of the Technical
Services fails to conform to the Technical Services Warranty, Siemens will promptly reperform such nonconforming
portion of the Technical Services. If reperformance is impracticable Siemens will refund the amount of the
compensation paid to Siemens for such nonconforming portion of the Technical Services.
E.Title: Siemens warrants that the Equipment, upon Delivery, shall not be subject to any encumbrances, liens,
security interests, or other defects in title. In the event of any failure to conform to this warranty, Siemens, upon
prompt written notice of such failure, shall defend the title to the Equipment.
F.Warranty Conditions: The warranties and remedies set forth in this Article are conditioned upon:
(1)Purchaser’s receipt, handling, storage, installation, testing, operation and maintenance, including tasks
incident thereto, of the Equipment, Purchaser’s Material or Purchaser’s equipment, in accordance with the
recommendations of Siemens to the extent applicable or, in the absence of such recommendations or to the extent
not applicable, in accordance with the generally accepted practices of the industry. In addition, such Equipment,
Purchaser’s Material or Purchaser’s equipment shall not have been operated in excess of limitations specified in
writing by Siemens and not have been subjected to accident, alteration, abuse or misuse.
(2)For all warranty work, Purchaser shall provide access to any operating and maintenance data as requested
by Siemens, which may include broadband connection.
(3)For all warranty work where disassembly, removal, replacement and reinstallation of Equipment, materials,
structures or Purchaser’s Material was not part of the Siemens scope of work under the Agreement, Purchaser
providing, without cost to Siemens, access to the nonconformity by disassembling, removing, replacing and
reinstalling any Equipment, materials, structures or Purchaser’s Material to the extent necessary to permit
Siemens to perform its warranty obligations.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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(4)All warranty work being performed on a single-shift straight-time basis, Monday through Friday. In the event
Purchaser requests correction of warranty items on an overtime or multiple shift schedule, the premium portion of
such overtime or multiple shift shall be to Purchaser’s account.
(5)Purchaser, without cost to Siemens, making its Site facilities and personnel (to the extent consistent with
personnel job classifications) available to assist Siemens in the performance of its warranty obligations.
(6)Purchaser, with respect to subsection 5 above, reimbursing Siemens for all costs incurred in the
transportation of personnel and defective, repaired or replacement parts to and from the Site.
(7)Prior to the return of any Equipment or Purchaser’s Material to Siemens, the Purchaser must obtain
authorization and shipping instructions from Siemens. The Equipment or Purchaser’s Material must be returned
with complete identification in accordance with instructions furnished by Siemens. In no event will Siemens be
responsible for Equipment or Purchaser’s Material returned without proper authorization and identification.
Siemens reserves the right to reject any unauthorized returns and/or Hazardous Material; and
(8)Siemens will have no warranty responsibility for any Software, or portion thereof, which has been modified or
merged with another computer program without the prior written consent of Siemens to such modification or
merger. Further, Purchaser shall indemnify, hold harmless and defend Siemens from any claims demands, suits,
liabilities, judgments, losses, damages, costs or expenses (including reasonable legal fees, costs and charges)
resulting from any unauthorized Software modifications,
(9)Siemens shall be entitled to issue updates, upgrades and/ or changes to the Software solutions and
applications or to provide functionally equivalent replacements during the term of this Agreement.
G.For the avoidance of doubt, in the event that physical loss or damage to the Purchaser’s property results from
the failure of a warranted defective portion of the Equipment or Services to conform to its respective warranty during
the applicable warranty period, should Siemens have any liability at all, Siemens’ liability shall in no case exceed
Siemens’ obligation to perform the warranty remedies specified in Article 7 subsections A, B, C, or D, as applicable,
which Siemens would have had to perform if such warranty remedy had been carried out immediately following such
failure but prior to the occurrence of the physical loss or damage.
H.The warranty period for any Services or Equipment (except Software) repaired or replaced by Siemens
pursuant to this Article 7 shall not exceed the earlier of (i) twelve (12) months after the date of completion of the item
of repaired, replaced or reperformed Equipment or Services or (ii) six (6) months after the expiration of the original
warranty period (the “Warranty Repair Warranty Period”).
I.Additional Conditions Applicable to the Sale of Monitoring Devices: Monitoring devices supplied by Siemens
pursuant to the Agreement may enable users to better diagnose and control conditions within the monitored
equipment. While such monitors may permit earlier detection of harmful conditions, Siemens does not warrant or
represent that the use of such monitors will prevent failure or detect all harmful conditions in the monitored equipment
and Purchaser acknowledges the same.
J.Additional Conditions Applicable to Diagnostic and Non-Destructive Examination and Testing: Diagnostic and
non-destructive examination and testing techniques employed by Siemens may not detect all of the defects in
Purchaser’s Material (including indications of cracking) and such failure shall not constitute a breach by Siemens of its
warranty obligations. Purchaser acknowledges that Siemens will not be responsible for the consequences of
undetected defects including undetected cracks.
K.Additional Conditions Applicable to Technical Field Advice: Where Siemens furnishes Technical Field Advice
under the Agreement, Purchaser is responsible for (i) the supervision, management, regulation, arbitration and
determination of the number of its personnel, agents, or contractors and their work and (ii) the planning, scheduling,
management and progress of the work. Unless expressly agreed to in writing by Siemens, under no circumstances
shall Siemens provide or be obligated to provide Technical Field Advice directly or indirectly to any competitor of
Siemens or their employees, representatives, or consultants.
L.Additional Conditions Applicable to Remote Services: Where Siemens furnishes Services remotely under the
Agreement, Siemens relies upon the proper and correct transmission of information from the Purchaser personnel.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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Prior to executing any advice given by Siemens remotely, the Purchaser personnel shall repeat the advice given. The
Purchaser represents and warrants that any user using a Siemens application for the Services provided under a
Purchaser account or using Purchaser’s log-in credentials duly acts on behalf of the Purchaser and accepts the terms
of use which will be made accessible to such user, e.g. on the landing page of an application. The terms of use
published on any landing page of an application shall apply in their then current version with respect to the use of the
application. The Purchaser shall be responsible for the acts and omissions of any such user as if they were the
Purchaser’s own acts and omissions.
M.Siemens does not warrant or guarantee that any Equipment or Software will be secure from of protect against
all cyber threats, hacking or similar malicious activity. Equipment or Software that is networked, connected to the
internet, or otherwise connected to computers or other devices must be appropriately protected by Purchaser and
owner/end-user against unauthorized access and for implementing product updates, and using the latest product
versions, performing regular vulnerability scanning, implementing and maintaining appropriate password policy and
using appropriate network security measures such as firewalls, network client authentication and/or network
segmentation.
N.Exclusivity of Warranties and Remedies: THE WARRANTIES PROVIDED BY SIEMENS AS SET FORTH IN
THIS ARTICLE ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY,
EXPRESS, OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE). Correction of nonconformities in the manner and for the period of time provided above constitute Siemens’
sole and exclusive liability and Purchaser’s sole and exclusive remedy for defective or nonconforming Equipment
and/or Services whether claims of the Purchaser are based in contract, in tort (including negligence and strict liability),
or any other theory of recovery.
8. Taxes
The price paid or to be paid to Siemens under the Agreement does not include any federal, state, or local property,
license, privilege, sales, use, excise, value added, gross receipts, or similar taxes (other than federal and state income
taxes imposed on Siemens) now or hereafter applicable to, measured by, or imposed upon or with respect to the
transaction, the Equipment and Purchaser’s Material, its or their sale, their value or their use, or any Services
performed in connection therewith. Purchaser agrees to defend, pay, and reimburse Siemens for any such taxes or
costs, expenses, claims, liabilities, or losses including without limitations tax liabilities, penalties, and interest as a
result of Purchaser’s acts or omissions related to such taxes, which Siemens or its Subsuppliers are required to pay or
are incurred by Siemens and its Subsuppliers. Should Purchaser be exempted from any such tax(es) it shall provide
Siemens certification thereof within the earlier of thirty (30) days after the effective date of the Agreement or the time
the exemption is obtained.
9. Additional Conditions Applicable to Nuclear Installations
In the event the Services and/or the Equipment provided under the Agreement are to be performed or utilized at or in
any manner in connection with a nuclear installation, the following conditions shall apply:
A.Purchaser Insurance
(1)If Purchaser procures property damage insurance applicable to occurrences at the Site and third party non-
nuclear liability insurance, or either of such types of insurance, such insurance will name Siemens and its
Subsuppliers as additional insureds.
(2)Purchaser shall have at its own cost, prior to the arrival of nuclear fuel at the Site, secured and shall thereafter
maintain in force protection against liability arising out of or resulting from a Nuclear Incident as required by the
Nuclear Regulatory Commission; provided, however, that if the nuclear liability protection system in effect on the
date of the Agreement expires or is repealed, changed, or modified, Purchaser will, without cost to Siemens,
maintain liability protection through government indemnity, limitation of liability, and/or liability insurance which will
not result in a material impairment of the protection afforded Siemens and its Subsuppliers by such nuclear liability
protection system which is in effect as of the date of the Agreement, taking into account the availability of
insurance, customary practice in the industry for plants of similar size and character, and other relevant factors in
light of then existing conditions. In any event, the protection provided pursuant to this Article shall remain in effect
until the decommissioning of the nuclear plant.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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B.Waivers by Purchaser: Neither Siemens nor its Subsuppliers shall be liable for any loss of, damage to, or
loss of use of property or equipment wherever located, arising out of or resulting from a “Nuclear Incident.”, as defined
in the Atomic Energy Act. Purchaser waives and will require its insurers to waive all rights of recovery against
Siemens and its Subsuppliers on account of any such loss, damage, or loss of use. All such waivers shall be full and
unrestricted and in a form acceptable to Siemens, and will take precedent over any other clauses in the Agreement.
In the event Purchaser recovers damages from a third party based on losses at the Site resulting from the hazardous
properties of source, special nuclear or byproduct material (as defined in the Atomic Energy Act of 1954, as
amended), Purchaser shall defend, indemnify and hold Siemens and its Subsuppliers harmless against claims by
such third party which are based on Purchaser’s recovery of such damages. In addition, Purchaser waives and will
require its insurers to waive all rights of recovery against Siemens and its Subsuppliers, for any and all costs or
expenses arising out of or in connection with the investigation and settlement of claims or the defense of suits for
damage resulting from the nuclear energy hazard.
C.Third Party Property Protection: Purchaser will indemnify and hold Siemens and its Subsuppliers harmless
for any liability arising out of loss of or damage to property at the Site which arises out of a Nuclear Incident. In
addition, Purchaser shall obtain for the benefit of Siemens and its Subsuppliers, protection against liability for, arising
out of, or resulting from damage to any property or equipment located at the Site which is used or intended for use by
Purchaser in connection with the operation of the nuclear power plant (including but not limited to fuel) and which is
owned by parties other than Purchaser.
D.Decontamination: Purchaser shall, without cost to Siemens, perform any required decontamination and
health physics necessary for, related to or resulting from Siemens performance of its contractual obligations. This
includes but is not limited to decontamination of any Siemens equipment or tools used in the performance thereof.
Purchaser shall provide documentation demonstrating that components or parts being returned to Siemens after such
decontamination meet the requirements designated for unrestricted release as set forth in the United States Code of
Federal Regulations, Title 10 Part 20.
10. Force Majeure and Delays
A.Siemens will not be liable for failure to perform or delay in performance of any obligation resulting from or
contributed to by any cause beyond the reasonable control of Siemens or its Subsuppliers or from any act of God; act
of civil or military authority; act of war whether declared or undeclared; act (including but not limited to delay, failure to
act or priority, governmental allocations or restrictions upon the use of transportation, materials or labor, public
curfews, shelters in place, shut-ins, or lock-downs) of any governmental authority; act of terrorism or threat thereof;
civil disturbance, rebellion, insurrection, riot or sabotage; fire, inclement weather conditions, earthquake, flood or
natural disaster; strike, work stoppage or other labor difficulty; embargo, public health event, contagion, epidemic,
pandemic (whether known or unknown) or quarantine; breakdown or unavailability of telecommunication networks;
attacks on Siemens’ or a Subsuppliers’ digital infrastructure (such as malware, virus attacks, hacker attacks, or
exploitation of vulnerabilities); railroad car, fuel or energy shortage; major equipment breakdown; delay or accident in
shipping or transportation; or failure or delay beyond its reasonable control in obtaining necessary manufacturing
facilities, labor, work permits or working visas for Siemens’ personnel or its Subsuppliers’ personnel, necessary import
or export licenses, or materials from usual sources.
B.Additionally, Siemens will not be liable for failure to perform or delay in performance of any obligation resulting
from or contributed to by the acts, omissions, neglect, delay or fault of parties outside of Siemens’ control including,
but not limited to, Purchaser and Purchaser’s contractors, subcontractors, representatives or agents;
C.In the event of a delay in performance excusable under this Article, the date of Delivery or time for
performance of the work will be extended by a period of time reasonably necessary to overcome the effect of such
delay, and Purchaser will reimburse Siemens for its additional costs and expenses resulting from the delay.
11. Termination
A.Purchaser may terminate the Agreement for convenience upon thirty (30) days prior written notice to
Siemens, subject to Purchaser’s payment of Termination Charges. For purposes hereof, “Termination Charges”
means either: (a) the applicable termination fee from the termination fee schedule set forth in the Siemens proposal;
or (b) in the absence of a termination fee schedule, the portion of the purchase price for the work performed, man
hours expended and materials acquired as of the date of termination plus the expenses associated with the
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 24 of 33
termination, including, but not limited to, any additional expense incurred by reason of termination or cancellation of
agreements between Siemens and its Subsuppliers, and any applicable cost allocated in contemplation of
performance. The Parties agree that such Termination Charges, including termination fees set forth in the
termination fee schedule, are a reasonable determination of the damages that Siemens would incur as a result of
such termination and do not constitute a penalty. All Termination Charges shall be due and payable thirty (30) days
from the date of the Siemens invoice.
B.Purchaser may terminate the Agreement for cause in the event of (i) an act of insolvency or bankruptcy by
Siemens; or (ii) a material breach of the Agreement by Siemens, which Siemens fails to commence to cure within
thirty (30) days after notice thereof from Purchaser and fails to diligently pursue thereafter. In such event, as
Purchaser’s sole remedy for such default, Siemens will reimburse Purchaser for its reasonable and verifiable costs to
complete the Services or obtain replacement Equipment up to the price for such item of Equipment or Services under
the Agreement.
C.In the event of any breach of the Agreement by Purchaser, Siemens shall be entitled to an extension of time
to the extent necessitated by the breach and to reimbursement for all costs and expenses (“Breach Costs”) incurred
by Siemens as a result of such breach. Siemens may terminate the Agreement if (i) the work is delayed for a period
in excess of six (6) months for any reason attributable to Purchaser and/or force majeure, (ii) any payment from
Purchaser is thirty (30) days or more past due, or (iii) Purchaser materially breaches this Agreement. If Siemens
terminates the Agreement pursuant to this Article 11.C, Purchaser shall pay Siemens the Termination Charges (as
defined in Article 11.A) plus any Breach Costs within thirty (30) days from the date of the Siemens invoice.
D.In addition, if at any time during the performance of its work under the Agreement Siemens reasonably
determines that the Purchaser's financial condition may render it insolvent or unable to make future payments under
the Agreement, then Siemens shall be entitled to one or more of the following at Siemens' option: (i) adequate written
assurances, supported by documentation, of Purchaser’s ability to pay; (ii) payment in advance for any further work;
(iii) future payments against an irrevocable Letter of Credit on terms, and from an issuing bank, acceptable to
Siemens; (iv) other payment security or credit support mutually agreed by Purchaser and Siemens.
12. Intellectual Property Infringement
A.Siemens will, at its own expense, defend or at its option settle any suit or proceeding brought against
Purchaser so far as based on an allegation that any Services on Purchaser’s Material or the Equipment (including
parts thereof), or use thereof for its intended purpose, constitutes an infringement of any United States patent,
copyright or misappropriation of a third party’s trade secret, so long as Siemens is notified promptly in writing and
given authority, information, and assistance in a timely manner for the defense of said suit or proceeding. Siemens will
pay the damages and costs awarded in any suit or proceeding so defended. Siemens will not be responsible for any
settlement of such suit or proceeding made without its prior written consent. In case the Services on Purchaser’s
Material or the Equipment, or any part thereof, as a result of any suit or proceeding so defended is held to constitute
infringement of any such United States patent, copyright or misappropriation of a third party’s trade secret, or its use
by Purchaser is enjoined, Siemens will, at its option and its own expense, either: (a) procure for Purchaser the right to
continue using said Equipment or Purchaser’s Material; (b) replace it with substantially equivalent non-infringing
equipment; or (c) modify it so it becomes non-infringing.
B.Siemens will have no duty or obligation to Purchaser under this Article to the extent that the Services on
Purchaser’s Material or Equipment is (a) supplied according to Purchaser’s design or instructions wherein compliance
therewith has caused Siemens to deviate from its normal course of performance, (b) modified by Purchaser or its
contractors after Delivery by Siemens, or (c) combined by Purchaser or its contractors with items not furnished
hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Purchaser.
In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought
against Siemens, Purchaser shall protect Siemens in the same manner and to the same extent that Siemens has
agreed to protect Purchaser under the provisions of Article 12.A above.
C.THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO
PATENTS, COPYRIGHTS OR TRADE SECRETS AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF
AND OF ALL THE REMEDIES OF PURCHASER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS
INVOLVING PATENTS, COPYRIGHTS OR TRADE SECRETS. Compliance with this Article as provided herein shall
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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constitute fulfillment of all liabilities of the parties under the Agreement with respect to patents, copyrights or trade
secrets.
13. Confidential Information
A.Siemens may have a proprietary interest in information that is furnished pursuant to or in connection with the
Agreement. Purchaser will keep in confidence and will not disclose any such information, or any of Siemens'
intellectual property (including, but not limited to, any patents, copyrights or trade secrets), which is specifically
designated as being confidential by Siemens or use any such information for other than the purpose for which it is
supplied without the prior written permission of Siemens. The provisions of this paragraph shall not apply to
information, notwithstanding any confidential designation thereof, which is known to Purchaser without any restriction
as to disclosure or use at the time it is furnished, which is or becomes generally available to the public without breach
of any confidentiality obligation of Purchaser, or which is received from a third party, including Purchaser’s
subsidiaries or affiliates, without limitation or restriction on said third party or Purchaser at the time of disclosure.
B.Siemens also has a proprietary interest in (i) its proposal and the Agreement and (ii) the processes and
procedures used by its personnel in performance of the Agreement. Accordingly, the quotation, the Agreement and
such processes and procedures shall not be disclosed or viewed in whole or in part by third parties without the prior
written permission of Siemens.
C.Siemens also has a proprietary interest in the manner of performance of the work, including but not limited to
the know-how, processes, methods and techniques employed by Siemens in connection therewith. The observing or
recording of the work or any part thereof, whether by photographic, video or audio devices or in any other manner is
prohibited. In the event any such prohibited observation or recording occurs, any and all copies of any such
recording(s) shall be turned over to Siemens for destruction by Siemens. Siemens may (in addition to any other legal
or equitable rights and remedies) stop the work until Siemens has satisfied itself that the prohibited conduct has
ceased, and in such event (a) the date of delivery or time for performance will be extended by a period of time which
Siemens determines necessary and (b) Purchaser will reimburse Siemens for Siemens’ and its Subsuppliers’
additional costs and expenses resulting from such delay, including but not limited to any for demobilization or
remobilization.
D.Without limiting its obligations pursuant to Articles 13.A and 13.B above, Purchaser agrees not to reverse
engineer, modify, improve, or make derivative works of Siemens’ confidential information or intellectual property.
Purchaser further agrees not to seek any intellectual property rights directly or indirectly based in whole or part on
Siemens’ confidential information or intellectual property without Siemens’ prior written consent. Purchaser further
agrees that if it obtains any such intellectual property rights, it has acted or will act as an agent for the benefit of
Siemens for the limited purpose of obtaining and securing such intellectual property rights and will upon written
direction from Siemens assign the same to Siemens.
E.Purchaser shall indemnify and hold Siemens harmless from and against any loss, damage or liability arising
or resulting from non-compliance with the provisions of this Article 13.
F.When required by appropriate governmental authority, including governmental regulations, applicable law or
regulation, by order of a court of competent jurisdiction or lawful subpoena (hereinafter collectively referred to as
“Governmental Authority”), Purchaser may disclose such confidential information to such Governmental Authority;
provided, however, that prior to making any such disclosure, Purchaser will: (a) provide Siemens with timely advance
written notice of the proprietary information requested by such Governmental Authority and Purchaser’s intent to so
disclose; (b) minimize the amount of proprietary information to be provided consonant with the interests of Siemens
and its Subsuppliers and the requirements of the Governmental Authority involved; and (c) make every reasonable
effort (which shall include participation by Siemens in discussions with the Governmental Authority involved) to secure
confidential treatment and minimization of the proprietary information to be provided. In the event that efforts to secure
confidential treatment are unsuccessful, Siemens shall have the prior right to revise such information to minimize the
disclosure of such information in a manner consonant with its interests and the requirements of the Governmental
Authority involved.
14. Limitation of Liability
A.PURCHASER EXPRESSLY AGREES THAT NEITHER SIEMENS NOR ITS SUBSUPPLIERS WILL UNDER
ANY CIRCUMSTANCES BE LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT,
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR
OTHERWISE, FOR: ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR
PUNITIVE DAMAGES WHATSOEVER; EXCEPT AS OTHERWISE SET FORTH IN ARTICLE 14(C) BELOW
DAMAGE TO OR LOSS OF ANY PROPERTY OR EQUIPMENT; LOSS OF INTEREST OR PROFITS OR
REVENUE OR LOSS OF USE THEREOF; LOSS OF USE OF PURCHASER’S MATERIAL, EQUIPMENT OR
POWER SYSTEM; LOSS OF, ALTERATION OR INABILITY TO ACCESS OR USE INFORMATION OR DATA;
LOSS OF PRODUCTION (INCLUDING LOSS OF HYDROCARBONS); LOSS OF POWER; INCREASED COSTS
OF ANY KIND, INCLUDING BUT NOT LIMITED TO CAPITAL COST, FUEL COST AND COST OF PURCHASED
OR REPLACEMENT POWER; OR ANY CLAIMS OR DAMAGES OF CUSTOMERS OF PURCHASER.
B.PURCHASER EXPRESSLY AGREES THAT THE REMEDIES PROVIDED IT IN THE AGREEMENT ARE
EXCLUSIVE, AND THAT UNDER NO CIRCUMSTANCES SHALL THE TOTAL AGGREGATE LIABILITY OF
SIEMENS OR ITS SUBSUPPLIERS UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN
TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, EXCEED
THE TOTAL PRICE PAID TO SIEMENS UNDER THE APPLICABLE PURCHASE ORDER.
C.SIEMENS’ LIABILITY FOR PURCHASER’S PROPERTY DAMAGE DIRECTLY RESULTING FROM
SIEMENS, ITS AFFILIATES AND ITS SUBSUPPLIERS NEGLIGENT ACTS OR OMISSIONS AT THE SITE OR
WARRANTED DEFECT SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF (i) THE PURCHASER’S
INSURANCE DEDUCTIBLE, (ii) THE DIRECT COST OF REPAIRING OR REPLACING SAID PROPERTY, (iii) THE
LIMITATIONS IDENTIFIED IN ARTICLES 14 (A)&(B), OR (iv) FIVE HUNDRED THOUSAND DOLLARS ($500,000).
PURCHASER WILL WAIVE AND REQUIRE ITS PROPERTY INSURER TO WAIVE ALL RIGHTS OF RECOVERY
AGAINST SIEMENS AND ITS SUBSUPPLIERS OF ANY TIER FOR LOSS OF OR DAMAGE TO PROPERTY AND
EQUIPMENT OF PURCHASER IN EXCESS OF THE FINANCIAL OBLIGATION ASSUMED BY SIEMENS
HEREUNDER. IN ADDITION, SIEMENS SHALL HAVE NO LIABILITY FOR DAMAGE TO PURCHASER’S
PROPERTY AS THE RESULT OF ANY TECHNICAL FIELD ADVICE OR TRAINING SERVICES.
D.ALL LIABILITY OF SIEMENS AND ITS SUBSUPPLIERS UNDER THIS AGREEMENT SHALL TERMINATE
NO LATER THAN THE EXPIRA-TION OF THE WARRANTY PERIOD.
E.THE PROVISIONS OF THIS ARTICLE SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT
PROVISIONS SET FORTH ELSEWHERE IN THIS AGREEMENT.
15. Transfer; Ownership and Export Compliance
A.Prior to the transfer to another party of any Equipment, Purchaser’s Material, work product furnished
hereunder by Siemens’ or its Subsuppliers, or the transfer of any interest in said Equipment, Purchaser’s Material or
work product, or the facility in which or the site on which said Equipment, Purchaser’s Material or work product is or
will be installed or furnished, Purchaser shall obtain for Siemens written assurances from the transferee of limitation of
and protection against liability following the proposed transfer at least equivalent to that afforded Siemens and its
Subsuppliers under the Agreement.
B.If Purchaser is not the sole owner of the Equipment, Purchaser’s Material, work product furnished hereunder
by Siemens or its Subsuppliers, or the facility in which or the site on which the Equipment, Purchaser’s Material or
work product is or will be installed or furnished, Purchaser represents and warrants that it has (and will maintain)
written assurances from each and every other owner of limitation of and protection against liability of Siemens and its
Subsuppliers with respect to each and every such other owner at least equivalent to that afforded Siemens and its
Subsuppliers under the Agreement.
C.If Purchaser transfers goods (hardware and/ or software and/ or technology as well as corresponding
documentation, regardless of the mode of provision) delivered by Siemens or works and services (including all kinds
of technical support) performed by Siemens to a third party worldwide, Purchaser shall comply with all applicable
national and international (re-) export control regulations. In any event Purchaser shall comply with the (re-) export
control regulations of the Federal Republic of Germany, of the European Union and of the United States of America.
D.If required to conduct export control or sanctions checks, Purchaser, upon request by Siemens, shall promptly
provide Siemens with all information pertaining to particular end customer, destination and intended use of goods,
works and services provided by Siemens, as well as any export control restrictions existing.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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E.PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SIEMENS FROM AND AGAINST ANY CLAIM,
PROCEEDING, ACTION, FINE, LOSS, COST AND DAMAGES ARISING OUT OF OR RELATING TO ANY
NONCOMPLIANCE WITH EXPORT CONTROL REGULATIONS BY PURCHASER, AND PURCHASER SHALL
COMPENSATE SIEMENS FOR ALL LOSSES AND EXPENSES RESULTING THEREOF, UNLESS SUCH
NONCOMPLIANCE WAS NOT CAUSED BY FAULT OF THE PURCHASER. THIS PROVISION DOES NOT IMPLY A
CHANGE IN BURDEN OF PROOF.
F.Siemens shall not be obligated to fulfill this agreement if such fulfillment is prevented by what it determines to
be any impediments arising out of national or international foreign trade or customs requirements or any embargoes
or other sanctions.
G.Transfer contrary to the provisions of Article 15 or in breach thereof, shall make Purchaser the indemnitor of
Siemens and its Subsuppliers against any liabilities incurred by Siemens and its Subsuppliers in excess of those that
would have been incurred had no such transfer or breach, as the case may be, taken place.
16. Software License
To the extent set forth in the Agreement, Siemens grants to Purchaser a nonexclusive, nontransferable license to
utilize the Siemens Software furnished hereunder solely for Purchaser’s internal use in connection with the Siemens
equipment for which it is supplied or in which such Software is incorporated. All title and ownership of the Siemens
Software, including, without limitation, the copyright to such Software and any improvement or development thereof,
shall remain exclusively with Siemens. Purchaser may make one backup copy of the Software for the sole purpose of
replacement of a worn, impaired, damaged, or destroyed original copy. Purchaser shall not itself, or with the
assistance of others, reverse compile, reverse engineer, or in any other manner attempt to decipher in whole or in part
the logic or coherence, underlying ideas, or algorithms of any Software licensed hereunder. Third party Software
provided by Siemens may be subject to a separate license agreement and /or registration requirements and
limitations on copying and use.
Insofar as the Software contains Open Source Software (“OSS”), Siemens will provide the applicable OSS license
terms together with the Services. The OSS license terms shall prevail over this Contract. Details regarding any third-
party software and OSS contained in the Services are available in the software documentation (e.g. README_OSS).
The Purchaser shall notify Siemens promptly about any possible misuse of its accounts or authentication credentials
or any security incident related to the provided Software or associated application.
17. Compliance with Laws
In the performance of work under the Agreement, Siemens and its Subsuppliers shall comply with all applicable
provisions of Executive Order 11246 and 13496, as amended, relating to equal opportunity and non-segregated
facilities, the Fair Labor Standards Act of 1933 and the Occupational Safety and Health Act of 1970. The price for the
work is based on compliance by Siemens with applicable laws, regulations and technical codes and standards as they
are in effect on the date of the Siemens proposal (or the effective date of the Agreement if no proposal was provided).
Purchaser shall be responsible for identifying to Siemens all applicable laws, regulations, codes and standards of
state, provincial or local authorities, or any subdivision thereof, and shall bear the expense if Equipment modifications
or changes to Services are necessary to comply with such laws, regulations, codes or standards. Any such
modifications shall be made under the terms of Article 18, Changes. The work will comply with Siemens’ standards
which meet the intent of the applicable industry codes as of the date of the Siemens proposal (or the effective date of
the Agreement if no proposal was provided).
18. Changes
A.Purchaser may request changes within the scope of the Agreement and, if accepted by Siemens, the price,
performance, schedule and other pertinent provisions of the Agreement will be adjusted by mutual agreement of the
parties prior to implementation of the change.
B.Expenses incurred by Siemens due to (i) delays, other than delays which are deemed to be within the
reasonable control of Siemens, and (ii) changes in applicable laws, regulations and technical codes and standards or
the imposition of new laws, regulations and/or technical codes and standards after the applicable date set forth in
Article 17 will be treated as changes to the scope of work and the Agreement will be adjusted as set forth in the
previous paragraph.
C.Siemens may make a change(s) in the Equipment, Services on Purchaser’s Material or the other Services
without additional compensation from Purchaser if such change(s) does not adversely affect the warranties, the
interface with Purchaser’s equipment, materials and plant, the technical soundness of the work, the operability of the
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 28 of 33
facility where the Equipment or Purchaser’s Material is installed or for which Siemens is providing Services under the
Agreement, or the schedule.
19. Inspection by Purchaser
Purchaser shall have reasonable access to the areas of the Siemens plants where work under the Agreement is being
performed to enable Purchaser to observe tests on the work. Siemens, if requested, will inform the Purchaser of those
tests and procedures which can be witnessed. Should Purchaser elect to witness specific tests, Purchaser must so
specify such requirement in ample time to permit Siemens to include said witness tests in the schedule. Siemens, if
requested, will advise Purchaser of the schedule of such tests. However, no rescheduling of tests or delays in
manufacturing or shipment will be made to accommodate such inspection. Siemens will exercise reasonable efforts to
secure similar rights with respect to the inspection of the work at Subsupplier’s premises.
20. Purchaser Data Usage
Purchaser acknowledges that in order to perform certain Services, Siemens may require access to Purchaser’s non-
personal data. Purchaser hereby grants Siemens a limited worldwide, perpetual, irrevocable, transferable, sub-
licensable, royalty-free license to access, collect, store, compile and use the Purchaser’s data for the purposes of
providing Services to Purchaser and for purposes of generally improving Siemens services or products. Siemens’ use
of the Purchaser data to improve Siemens’ services or products shall be in such manner as to provide anonymity as to
the Purchaser.
Siemens shall own all right, title and interest in and to the Resultant Data. In the event that Resultant Data is
incorporated in a report or other document generated by and output from software or hardware provided by Siemens
as a feature of such software or hardware, the Purchaser shall own only personal title to any such report or document
upon output thereof and have the right to make copies of, modify and distribute such report or document for the sole
purpose for which the report has been created, and shall not share it with any third-parties without Siemens’ consent.
21. Removal of Hazardous Material
Prior to the shipment of any Equipment or Purchaser’s Material to Siemens for Services at Siemens’ or its
Subsuppliers’ manufacturing plant or repair facility, the Purchaser must remove all Hazardous Material and ACM.
22. Purchaser’s Third-Party Parts Warranty
Purchaser warrants that any and all Third Party Parts which may be the subject of any Services shall (a) be fully
compatible with the corresponding part, component, equipment or material of the Original Equipment Manufacturer
(“OEM”) in terms of form, fit, and function; (b) shall be timely provided to Siemens hereunder; and (c) shall be capable
of installation in the same manner and within the same time as the corresponding OEM part, component, equipment,
or material.
Purchaser assumes the entire liability and risk arising out of or resulting from Third Party Parts and Services on Third
Party Parts. Siemens’ warranties set forth in Article 7 do not apply to any Third Party Parts or Services on Third Party
Parts, and SIEMENS DISCLAIMS ANY AND ALL WARRANTIES AND REMEDIES, WHETHER STATUTORY,
EXPRESS OR IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF
TRADE), OR OTHERWISE, FOR OR WITH RESPECT TO THIRD PARTY PARTS OR SERVICES ON THIRD
PARTY PARTS.
23. Indemnity
Until the expiration of the applicable Warranty Period, Siemens shall indemnify, hold harmless and defend Purchaser
its officers, directors and employees from and against any claims, demands, suits, liabilities, judgments, losses,
damages, costs or expenses (including reasonable legal fees, costs and charges) for personal injury or death or loss
of or damage to third party property (except property of customers of Purchaser or property incorporated in or
intended to be incorporated in the project), to the extent caused by or arising out of any negligent act or omission or
willful misconduct of Siemens, or any of its officers, directors, agents, employees or Subsuppliers in connection with
performance of work at Purchaser’s Site under the Agreement (“Purchaser Indemnity Claim”). Siemens’
indemnification obligations under this Article 23 are conditioned upon Purchaser providing Siemens with: (i) prompt
notice of any Purchaser Indemnity Claim; (ii) the unrestricted right to defend any Purchaser Indemnity Claim; and (iii)
full cooperation and support in the investigation, defense and/or settlement of the Purchaser Indemnity Claim.
Purchaser shall indemnify, hold harmless and defend Siemens its officers, directors and employees from and against
any claims, demands, suits, liabilities, judgments, losses, damages, costs or expenses (including reasonable legal
fees, costs and charges) for personal injury or death or loss of or damage to third party property to the extent caused
by or arising out of any negligent act or omission or willful misconduct of Purchaser, or any of its officers, directors,
agents, employees or subcontractors in connection with performance of work under the Agreement (“Siemens
Indemnity Claim”). Purchaser’s indemnification obligations under this Article 23 are conditioned upon Siemens
providing Purchaser with: (i) prompt notice of any Siemens Indemnity Claim; (ii) the unrestricted right to defend any
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 29 of 33
Indemnity Claim; and (iii) full cooperation and support in the investigation, defense and/or settlement of the Siemens
Indemnity Claim.
For the avoidance of doubt, any property of the Purchaser, any owner, end-user or the final recipient of any
Equipment, Services or Software provided under this Agreement is not considered a third party as per any of the
indemnity obligations in the foregoing.
24. Siemens Insurance
In connection with the Agreement, Siemens shall maintain insurance (or self-insurance) as specified below:
A.Workers’ Compensation: Siemens shall comply with workers’ compensation laws (or equivalent) in each
jurisdiction where work is performed, and shall maintain a Workers’ Compensation and Employer’s Liability insurance
policy. If any work is to be performed on or near navigable waters, the policy shall include coverage for United States
Longshoreman's and Harbor Worker's Act, Death on the High Seas Act, Jones Act, or their equivalent as required by
the applicable law in the jurisdiction where such work is performed. The limits of such insurance shall be as follows:
Workers’ Compensation: Statutory
Employer’s Liability: $1,000,000 each accident
$1,000,000 disease each employee
$1,000,000 policy aggregate for disease
B.Commercial General Liability: Siemens shall maintain Commercial General Liability insurance on an
occurrence basis to provide coverage for bodily injury; personal injury; property damage; explosion, collapse and
underground hazards (XCU); contractual liability (applicable to Siemens’ obligations under Article 23 of this
Agreement); and products/completed operations. Such policy shall provide limits of $1,000,000 each occurrence and
in the aggregate.
C.Business Automobile Liability: Siemens shall maintain business automobile liability insurance which shall
include coverage for all owned, non-owned and hired vehicles with a $1,000,000 Combined Single Limit.
D.Excess Liability: Siemens shall maintain excess liability insurance with a limit of $4,000,000 each occurrence
and in the aggregate. The policy shall be excess over the Commercial General Liability, Business Automobile
Liability, and Employer’s Liability coverages.
E.The coverages set forth in B, C and D above shall include Purchaser as additional insured to the extent that
bodily injury, death and third-party property damage are caused by the negligent acts or omissions of Siemens or its
Subsuppliers. The coverage afforded to Purchaser as an additional insured shall apply on a primary basis.
25. Purchaser’s Insurance
In connection with the Agreement, Purchaser shall purchase and maintain insurance as specified below:
A.Property Insurance: Purchaser shall purchase and maintain property insurance (including builder’s risk, if
applicable) on an all-risks basis covering physical loss or damage to the property at the Site (including the Equipment
and Purchaser’s Material after Delivery thereof), which coverage shall be maintained until the expiration of the last of
the applicable Warranty Periods. Such insurance will include Siemens and its Subsuppliers as an additional insured,
with a waiver of subrogation.
B.Workers’ Compensation: Purchaser shall comply with applicable workers’ compensation laws (or equivalent)
and shall maintain a Workers’ Compensation and Employer’s Liability insurance policy. If the Site is on or near
navigable waters, the policy shall include coverage for United States Longshoreman's and Harbor Worker's Act,
Death on the High Seas Act, Jones Act, or their equivalent as required by the applicable law in the jurisdiction where
the Site is located. The limits of such insurance shall be as follows:
Workers’ Compensation: Statutory
Employer’s Liability: $1,000,000 each accident
$1,000,000 disease each employee
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 30 of 33
$1,000,000 policy aggregate for disease
C.Commercial General Liability: Purchaser shall maintain Commercial General Liability insurance on an
occurrence basis to provide coverage for: bodily injury; personal injury; property damage; explosion, collapse, and
underground (XCU) hazards; contractual liability (applicable to Purchaser’s obligations under Article 23 of this
Agreement); and products/completed operations. Such policy shall provide limits of $1,000,000 each occurrence and
in the aggregate.
D.Business Automobile Liability: Purchaser shall maintain Business Automobile Liability insurance which shall
include coverage for all owned, non-owned and hired vehicles with a $1,000,000 Combined Single Limit.
E.Excess Liability: Purchaser shall maintain Excess Liability insurance with a limit of $4,000,000 each
occurrence and in the aggregate. The policy shall be excess over the Commercial General Liability, Business
Automobile Liability, and Employer’s Liability coverages.
F.The coverages set forth in subsections C, D, and E above shall include Siemens as additional insured to the
extent that bodily injury, death and third-party property damage are caused by the negligent acts or omissions of
Purchaser or its subcontractors. The coverage afforded to Siemens as an additional insured shall apply on a primary
basis.
26. Miscellaneous Provisions
A.Shipment Dates: Shipment dates are the dates the Equipment or Purchaser’s Material will be ready for
shipment from the manufacturing plant, Siemens repair facility or other facility where the Services are performed and
are predicated on the prompt receipt by Siemens from Purchaser of all information necessary to commence and
complete the work without delay or interruption. Unless otherwise stated in a Purchase Order, shipment dates are not
guaranteed. Should Purchaser request Siemens to ship any Equipment or Purchaser’s Material prior to a date
established based on Siemens standard lead time for such Equipment or Purchaser’s Material, and provided Siemens
accepts in writing the earlier date, an additional fee will be applied to cover the costs associated with such expedited
shipment.
B.Waivers: The failure of either Party to enforce at any time any of the provisions of the Agreement or to
require at any time performance by the other Party of any of such provisions, shall in no way be construed to be a
waiver of such provision, nor in any way to affect the validity of the Agreement or any parts thereof, or the right of
either Party thereafter to enforce each and every provision.
C.Modification: No waiver, modification, or amendment of any of the provisions of the Agreement shall be
binding unless it is in writing and signed by duly authorized representatives of both parties.
D.Headings: The headings used in the Agreement are not to be construed as modifying, limiting or expanding
in any way the scope or extent of the provisions in the Agreement.
E.Assignment & Subcontracting: The Agreement will not be assigned by either Party without the prior written
consent of the other Party, which consent will not be unreasonably withheld. Any purported assignment without such
prior written consent shall be null and void. Notwithstanding the foregoing, Siemens may assign or novate the
Contract, in whole or in part, to any of its Affiliates without Purchaser’s consent and further may subcontract the same
as Siemens may deem reasonably necessary for the fulfilment of the Agreement.
F.Governing Law: The Agreement will be construed and interpreted in accordance with the laws of the State of
Florida without application of its choice of law or conflict of law rules. The parties agree that the United Nations
Convention on Contracts for the International Sale of Goods does not apply to any Agreement.
G.Personnel: Siemens reserves the right to change any of its personnel performing Services under the
Agreement. In such event, Siemens will provide replacement personnel of equivalent capabilities and bear any
additional travel and living expense associated with providing such replacement personnel.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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H.Performance Guarantee(s) and Exclusive Remedy: There are no performance guarantees of the Equipment,
Software and/or Services unless specifically set forth in the Siemens proposal. In the event any performance
guarantees are provided in the Siemens proposal, Purchaser’s sole and exclusive remedy and Siemens’ sole and
exclusive liability for any failure of the Equipment, Software and/or Services to comply with such performance
guarantees under any theory of recovery shall be the liquidated damages specified in such Siemens proposal up to
the limit specified therein, which liquidated damages shall only be paid on a “no harm, no foul” basis. The Parties
agree that such liquidated are a reasonable determination of the damages that Purchaser would incur as a result of
the failure of the Equipment and/or Services to meet the Performance Guarantees and do not constitute a penalty.
I.Environmental Compliance: Purchaser recognizes that the performance of Services at the Site may involve
the generation of Hazardous Material. Purchaser shall at its expense furnish Siemens with containers for Hazardous
Material and shall designate a waste storage facility at the Site where such containers are to be placed by Siemens.
Purchaser shall handle, store and dispose of Hazardous Material in accordance with all applicable federal, state and
local laws, rules, regulations and ordinances. Purchaser shall reimburse Siemens for additional costs, if any, incurred
in complying with any such laws, regulations, rules and/or ordinances.
Siemens shall have no responsibility or liability with regard to any Hazardous Material, including any hazardous
waste, which it does not know or have reason to know will be generated in the performance of the Services, and
Purchaser shall indemnify and hold Siemens harmless for all pollution and environmental impairment arising from the
Purchaser’s property, the Equipment or the Services.
J.Asbestos and Thermal Insulation
(1)The Purchaser warrants, represents, and certifies that, in any areas which may be accessed by Siemens or
its Subsuppliers, any ACM which is or is contained in thermal insulation or sprayed-on surfacing material is
conspicuously and specifically marked as ACM, and any other ACM is in a lawful condition.
(2)Prior to Siemens’ commencement of Services at the Site:
(a)The Purchaser shall, at Purchaser’s expense remove all thermal insulation, sprayed-on surfacing
material, and/or ACM, including ACM which may be disturbed during or removal of which is required for the
performance of the Services; and
(b)The Purchaser shall ensure that any areas where any activities involving the abatement or removal of
thermal insulation, sprayed-on surfacing material or ACM shall be conspicuously identified, posted and isolated,
all as required by applicable law.
PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SIEMENS IN PERFORMING THE
SERVICES AND PERMITTING EMPLOYEES TO ENTER THE WORK AREAS IS RELYING UPON THE
COVENANTS, AGREEMENTS, WARRANTIES, CERTIFICATIONS AND REPRESENTATIONS MADE BY
PURCHASER ABOVE.
Without limiting its other rights and remedies Siemens shall not be obligated to commence or may stop any
work in any Work Areas unless fully satisfied that the Purchaser is in compliance with Article 26.J(1) above and
this Article 26.J(2), and shall be entitled to an equitable adjustment in the schedule, price and other provisions
of the Agreement affected thereby or otherwise affected by Purchaser’s non-compliance.
(3)In no event shall Siemens be obligated to install, disturb, handle, or remove any thermal insulation, sprayed-
on surfacing material, or ACM except as specifically agreed in writing by Siemens and only after Siemens has been
provided acceptable chemical analyses verifying that the same are not ACM.
(4)Siemens makes no representation that it is licensed to abate ACM. Notwithstanding anything set forth in the
Agreement and unless Siemens is provided satisfactory written evidence that such GPW is not ACM, Siemens shall
be obligated to handle, remove, or reinstall generator wedges, packing, or high temperature gaskets (such materials
herein “GPW”) only if such activities are within the scope of the Services and only then to the extent that:
(a)such activities would be classified as Class II or Class III activity under United States Code of Federal
Regulations Chapter 29 Section
CFR 1926.1101 et seq.;
(b)such activities do not require a permit, license, or authorization;
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
Page 32 of 33
(c)such activities are not likely to generate airborne asbestos fibers, and
(d)all such GPW is non-friable.
In all other cases, such activities shall be Purchaser’s responsibility and Siemens shall be entitled to an equitable
adjustment in the schedule, price and other pertinent affected provisions of the Agreement should the same not be
performed in a timely manner. The disposal of any GPW or scrap or waste material resulting from its disturbance or
removal shall in all cases be the Purchaser’s responsibility.
(5)Purchaser shall defend, indemnify and hold Siemens and its Subsuppliers harmless against any and all
claims, demands, damages, losses, liabilities, fines, penalties, costs or expenses, including without limitation any
clean up or remedial measures arising out of, connected with, or resulting from the Purchaser’s failure to comply with
the provisions of this Article 26.J.
K.Integration: The Agreement contains the entire agreement and understanding between the parties as to the
subject matter of the Agreement, and merges and supersedes all prior or contemporaneous agreements,
commitments, representations, writings, and discussions between them. Neither of the parties will be bound by any
prior or contemporaneous obligations, conditions, warranties, or representations with respect to the subject matter of
the Agreement.
L.Dispute Resolution: Either Party may give the other Party written notice of any dispute arising out of or
relating to this Agreement and not resolved in the normal course of business. The Parties shall attempt in good faith
to resolve such dispute promptly by negotiations between executives who have authority to settle the dispute.
Litigation of any dispute arising from, under or in connection with this Agreement shall be brought exclusively in either:
(i) a federal court having jurisdiction over Orange County, Florida; or (ii) if a federal court does not have jurisdiction of
the dispute, in a state court of competent jurisdiction presiding within Orange County, Florida. Each Party hereby
consents to the personal jurisdiction of such courts and irrevocably waives, to the fullest extent permitted by
applicable law and the laws of the State of Florida, any claim or any objection it may now or hereafter have, that
venue or personal jurisdiction is not proper in such a court including, but not limited to, any claim that such legal
action, suit, or proceeding brought in such court has been brought in an inconvenient forum. Each Party further
consents and agrees that such litigation will be presented to and resolved by a judge presiding without a jury and
EACH PARTY EXPRESSLY WAIVES ITS RIGHT TO A JURY TRIAL. The parties further agree that, for purposes of
this provision, tort claims relate to this Agreement if they involve or relate to any products or service provided under or
pursuant to this Agreement or any action or conduct related to this Agreement.
M.Survival: The provisions entitled “Intellectual Property,” “Additional Conditions Applicable to Nuclear
Installations,” “Confidential Information,” “Limitation of Liability,” “Transfer; Ownership and Export Compliance,”
“Software License,” the second paragraph of “Delivery, Title and Risk of Loss or Damage,” Article 26.J.(5). of the
provision entitled “Asbestos and Thermal Insulation”, and “Dispute Resolution” shall survive termination, expiration or
cancellation of the Agreement.
N.Site Safety: Purchaser shall comply with all federal, state, and local safety regulations and standards
applicable to the site and to the equipment on which Siemens will perform the work. Siemens shall not be obligated to
commence or perform work unless Purchaser’s site complies with all applicable safety requirements. Should Siemens
require use of Purchaser’s equipment, including lifting devices, in performance of the Services, Purchaser shall
ensure that such equipment complies with all applicable laws, including all OSHA regulations and certifications, and is
capable of performance of the Services. If requested by Siemens, Purchaser shall provide Siemens with
documentation confirming Purchaser’s equipment’s compliance with applicable law. In the event Purchaser’s site
safety is non-compliant, Siemens may suspend work until such time as Purchaser corrects the noncompliance. To the
extent Siemens incurs additional time and expense as the result of Purchaser’s non-compliance, Siemens shall be
entitled to an equitable adjustment in the schedule, price and other affected provisions of the Agreement. Purchaser
shall defend, indemnify and hold harmless Siemens from and against all damages, losses, costs and expenses
(including attorneys’ fees and litigation expenses) arising out of or resulting from the injury or death or damage to or
destruction of property due to Purchaser’s non-compliance with this Article or due to the condition of, defects,
deficiencies, or non-conformities in Purchaser’s equipment.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
This proposal is based on our best interpretation of the request for quotation, bid documents, drawing and specification if provided.
Siemens Energy reserves the rights to revise the quotation if our interpretation differs from actual requirements after the approval of
drawings by customer. This proposal will supersede any other document, purchasing terms etc. unless agreed and signed by Siemens
Energy.
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O.Severability: In the event that any one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would
result in such a material change so as to cause completion of the transactions contemplated herein to be
unreasonable.
P. Publicity: Neither party shall, without the prior written consent of the other party, issue any public statement,
press release, publicity hand-out or other material relating to the Equipment and Services performed.
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
File 7995
Exhibit D
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued
by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after
referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of
the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s
proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the contract/purchase order these written provisions will take
precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions, unless
exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5,
6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32
shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or
on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables
described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants,
and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be
effective as of the date the contract is signed by the City, and shall continue in effect until all obligations
are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in
accordance with good commercial practice and shall include a packing list showing the description of each
item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms
and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The
Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number
and the price agreement number if applicable, (c) Container number and total number of containers, e.g.
box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear
cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to
conform to all the requirements of common carriers and any applicable specification. The City's count or
weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when
the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B.
point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise
stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges.
The City shall have the right to designate what method of transportation shall be used to ship the
deliverables. The place of delivery shall be that set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law,
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
File 7995
including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before
accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect
the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or
the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without
additional charge, all reasonable facilities and assistance to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must
fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-
complying tender shall constitute a breach and the Contractor shall not have the right to substitute a
conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify
the City of the intention to cure and may then make a conforming tender within the time allotted in the
contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites
where the Contractor is to perform the services as required in order for the Contractor to perform the
services in a timely and efficient manner, in accordance with and subject to the applicable security laws,
rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s
service requirements and specifications, the location and essential characteristics of the work sites, the
quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any
other condition or state of fact which could in any way affect performance of the Contractor’s obligations
under the contract. The Contractor hereby releases and holds the City harmless from and against any
liability or claim for damages of any kind or nature if the actual site or service conditions differ from
expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City
Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the
services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services
under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except
as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances,
nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly
or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has
possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately
remove such worker from Contract services, and may not employ such worker again on Contract services
without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the
Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention
of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor
or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of
1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable
federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the
performance of the services, including but not limited to those promulgated by the City and by the
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Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety
requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all
claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the
breach of the Contractor’s obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders,
or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice
must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department’s Name, and the name of
the point of contact for the Department. Invoices shall be itemized and transportation charges, if any,
shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be
attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification
number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless
otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order
number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates
and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the
work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty
(30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts
Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful
rate; except, if payment is not timely made for a reason for which the City may withhold payment
hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding
payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover actual
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or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes,
the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic
transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties
to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s
payment obligations are payable only and solely from funds Appropriated and available for this contract.
The absence of Appropriated or other lawfully available funds shall render the Contract null and void to
the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be
returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to
make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the
reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the
Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal
fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract
shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this
contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved
out of pocket expenses which are incurred in the connection with the performance of duties hereunder.
Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City
facilities shall not be reimbursed, unless otherwise negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the contract. Final payment,
retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted
by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to
audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any
special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling
this order, such special tooling equipment and any process sheets related thereto shall become the property
of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining
to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining
to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These
books, records, documents and other evidence shall be available, within ten (10) business days of written
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request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees
to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City
similar access to those documents. All books and records will be made available within a 50 mile radius
of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit,
including any travel costs, must be borne by the Contractor which must be payable within five (5) business
days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”,
“records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and
electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final
printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall
comply with all requirements approved by the City. The Contractor shall not initially employ any
Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any
Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No
acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City
with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the
Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to
the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between
the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract,
insurance in the type and amounts specified for the Contractor, with the City being a named insured
as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just
as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall
create for the benefit of any such Subcontractor any contractual relationship between the City and any such
Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of
any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor
not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices
on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
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consultation, communication, or agreement for the purpose of restricting competition, as to any matter
relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor,
or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by
others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims,
security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold
the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform
in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples
furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable
State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise
stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or
reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date
of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during
the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon
receipt of demand either repair the non-conforming deliverables, or replace the non-conforming
deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City.
All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping
costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written
notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but
failure to give timely notice shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as
required by the City, then in addition to any other available remedy, the City may reduce the quantity of
deliverables it may be required to purchase under the Contract from the Contractor, and purchase
conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand
the increased cost, if any, incurred by the City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s
warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason
the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate
with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided
the City under the Contract will be fully and timely performed in a good and workmanlike manner in
accordance with generally accepted industry standards and practices, the terms, conditions, and covenants
of the Contract, and all applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the
Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand perform the services again in accordance with above
standard at no additional cost to the City. All costs incidental to such additional performance shall be borne
by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty
within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall
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not impair the City’s rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as
required by the City, then in addition to any other available remedy, the City may reduce the amount of
services it may be required to purchase under the Contract from the Contractor, and purchase conforming
services from other sources. In such event, the Contractor shall pay to the City upon demand the increased
cost, if any, incurred by the City to procure such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of
requiring immediate correction or removal and replacement of defective or non-conforming deliverables,
the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and
damages attributable to the City’s evaluation of and determination to accept such defective or non-
conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such
amounts as are necessary to compensate the City for the diminished value of the defective or non-
conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the
City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question
the other party’s intent to perform, demand may be made to the other party for written assurance of the
intent to perform. In the event that no assurance is given within the time specified after demand is made,
the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the
Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or
in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the
Contractor will cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such
Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate
assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy
laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report
or deliverable required to be submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the
right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such
default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does
not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled
to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s
default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment
and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer
submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the
Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in
whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt
of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract,
with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the
extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and
services performed and obligations incurred prior to the date of termination in accordance with the terms
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hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required
to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause
by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract,
the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an
adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree
on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49.
However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this
Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil
commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable
control of such Party. In the event of default or delay in contract performance due to any of the foregoing
causes, then the time for completion of the services will be extended; provided, however, in such an event,
a conference will be held within three (3) business days to establish a mutually agreeable period of time
reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable costs and
expenses of litigation, mediation or other alternate dispute resolution mechanism, including
attorney and other professional fees for: (1) damage to or loss of the property of any person
(including, but not limited to the City, the Contractor, their respective agents, officers, employees
and subcontractors; the officers, agents, and employees of such subcontractors; and third parties);
and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of
income or wages to any person (including but not limited to the agents, officers and employees of
the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include
the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of
any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY,
AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND
ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS
DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE
FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS
UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS
OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT
TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN
INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure and
maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance
shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of
Denton.
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A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed
to, as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements
required to the City as verification of coverage prior to contract execution and within fourteen (14)
calendar days after written request from the City. Failure to provide the required Certificate of
Insurance may subject the Offer to disqualification from consideration for award. The Contractor
must also forward a Certificate of Insurance to the City whenever a previously identified policy
period has expired, or an extension option or hold over period is exercised, as verification of
continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be written
by companies with A.M. Best ratings of A- VII or better. The City will accept workers’
compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional insured
shown on any policy. It is intended that policies required in the Contract, covering both the City
and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall
carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess
Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to
review certified copies of policies and endorsements thereto and may make any reasonable requests
for deletion or revision or modification of particular policy terms, conditions, limitations, or
exclusions except where policy provisions are established by law or regulations binding upon either
of the parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective
period of the Contract and to make reasonable adjustments to insurance coverage, limits, and
exclusions when deemed necessary and prudent by the City based upon changes in statutory law,
court decisions, the claims history of the industry or financial condition of the insurance company
as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse
during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if
any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate
of Insurance.
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xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of
erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated
within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are required
minimums and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation
instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises
under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to
perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar
days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of
any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof;
and the name of each person against whom such claim is being asserted. Such notice shall be delivered
personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the
City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or
appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3)
business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt
Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee.
Routine communications may be made by first class mail, telefax, or other commercially accepted means.
Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other
address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B
Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by
the Contractor to the City shall become property of the City upon receipt. Any portions of such material
claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public
nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the
Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any
other intellectual property right of any kind of any third party; that no claims have been made by any person
or entity with respect to the ownership or operation of the deliverables and the Contractor does not know
of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and
hold the City harmless from and against all liability, damages, and costs (including court costs and
reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the
City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable,
license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or
(ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In
the event of any such claim, the City shall have the right to monitor such claim or at its option engage its
own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s
specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations
under this paragraph and the City makes no warranty that the production, development, or delivery of such
deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access
to certain of the City’s and/or its licensors’ confidential information (including inventions, employee
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information, trade secrets, confidential know-how, confidential business information, and other information
which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor
acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its
licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential
Information will substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information without the prior written consent of the City or in a manner not expressly permitted under this
Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court
or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City
before disclosing such information so as to permit the City reasonable time to seek an appropriate protective
order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within
its own business to protect its own most valuable information, which protective measures shall under all
circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests
throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to
disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees
to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific
inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and,
if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters
patent, in a form to be reasonably approved by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that
upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the
City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in
this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue
of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not
be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of
its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment
to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work
made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees
providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire
agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables
to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees
to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other
instruments which the City might reasonably deem necessary in order to apply for and obtain copyright
protection, mask work registration, trademark registration and/or protection, letters patent, or any similar
rights in any and all countries and in order to assign and convey to the City, its successors, assigns and
nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s
obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered)
instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the
termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain
copyright protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under
the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be
originally developed material unless otherwise specifically provided in the Contract. When material not
originally developed is included in a report in any form, the source shall be identified.
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40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the
fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure the Contract upon any agreement or understanding for commission,
percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established
commercial or selling agencies maintained by the Contractor for the purpose of securing business. For
breach or violation of this warranty, the City shall have the right, in addition to any other remedy available,
to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability
if it is determined by the City that gratuities were offered or given by the Contractor or any agent or
representative of the Contractor to any officer or employee of the City of Denton with a view toward
securing the Contract or securing favorable treatment with respect to the awarding or amending or the
making of any determinations with respect to the performing of such contract. In the event the Contract is
canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and
remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such
gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee,
independent consultant, or elected official of the City who is involved in the development, evaluation, or
decision-making process of the performance of any solicitation shall have a financial interest, direct or
indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute
impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up
to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of
the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit
the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those
of an independent contractor. The Contractor agrees and understands that the Contract does not grant any
rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax,
withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City
employee benefit. The City shall not have supervision and control of the Contractor or any employee of the
Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the
attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee
under this agreement. The contractor is expressly free to advertise and perform services for other parties while
performing services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the
City and the Contractor and their respective successors and assigns, provided however, that no right or
interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the
prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void
unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on
any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party
beneficiaries to the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of the company or
authorized official must sign the letter. A letter indicating changes in a company name or ownership must
be accompanied with supporting legal documentation such as an updated W-9, documents filed with the
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state indicating such change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the
City of any one or more events of default by the other party shall operate as, or be construed to be, a
permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of
any other existing or future default or defaults, whether of a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both
parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have
any force or effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive
statement of the terms of their agreement. No course of prior dealing between the parties or course of
performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract.
Although the Contract may have been substantially drafted by one party, it is the intent of the parties that
all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against
one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State
of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll
the running of a statute of limitations or to seek injunctive relief. Either party may make a written request
for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the
request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior
level individual with decision-making authority regarding the dispute. The purpose of this and any
subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30)
calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute,
they will proceed directly to mediation as described below. Negotiation may be waived by a written
agreement signed by both parties, in which event the parties may proceed directly to mediation as described
below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process,
the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with
resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good
faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as
mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained
in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator
within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the
Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in
mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The
City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise
assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the
State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A.,
Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the
substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the
courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of
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such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or
ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in
no way affect the validity or enforceability of any other portion or provision of the Contract. Any void
provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and
enforced as if the Contract did not contain the particular portion or provision held to be void. The parties
further agree to reform the Contract to replace any stricken provision with a valid provision that comes as
close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this
entire Contract from being void should a provision which is the essence of the Contract be determined to
be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls
on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00
am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or
work performance not within the normal hours of operation must be approved by the City Manager of
Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing
obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality
obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are
suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton
Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not
currently suspended or debarred from doing business with the Federal Government, as indicated by the
General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement
Programs, the State of Texas, or the City of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed,
color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination
under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
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in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the
place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any
applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the
component, including transportation costs as described in paragraph (1) of this definition, plus allocable
overhead costs, but excluding profit. Cost of components does not include any costs associated with the
manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of
foreign origin of the same class or kind as those that the agency determines are not mined, produced, or
manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are
treated as domestic. Scrap generated, collected, and prepared for processing in the United States is
considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public
use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for
supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but
will consider for approval foreign articles as domestic for this product if the articles are on a list approved
by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating
that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of
foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information
presented in any response to this contract, whether amended or not, except as prohibited by law. Selection
of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be
licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by
the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for
Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or
supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the
offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with
all laws and regulations applicable to furnishing and performance of the Contract.
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61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site
compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue
Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible
for both federal and State unemployment insurance coverage and standard Workers’ Compensation
insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding
requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment
or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall
indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's
omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the
Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and
maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free
work place (grants), issued by the Office of Management and Budget and the Department of Defense (32
CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is
incorporated by reference and the contractor shall comply with the relevant provisions thereof, including
any amendments to the final rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including
any delivery or cartage company, in connection with any performance pursuant to the Contract. The
Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within
one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible
for performance under the Contract should it be prevented from performance by an act of war, order of
legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City
of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any
further performance or observance of the requirements so affected for as long as such circumstances prevail
and the Respondent continues to use commercially reasonable efforts to recommence performance or
observance whenever and to whatever extent possible without delay. The Respondent shall immediately
notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5)
calendar days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the
Contract will not affect the right of such Party to require performance in the future. No delay, failure, or
waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate
to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of
any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding
breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the
Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit
or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents,
statistical records, and any other records or books relating to the performances called for in the Contract.
The Respondent shall retain all such records for a period of four (4) years after the expiration of the
Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are
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resolved, whichever period is longer. The Respondent shall grant access to all books, records and
documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental
entity that has authority to review records due to federal funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the following
order of precedence (if applicable). In any event, the final negotiated contract shall take precedence
over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. City’s standard terms and conditions
3. Purchase order
4. Supplier terms and conditions
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government
Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure
of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The
Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically
with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded,
in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX:
Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council
award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website
within seven business days.
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CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
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EXHIBIT F
X
X
X
11/9/2022
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: AC9B28C1-B5CA-4C12-8843-9746AB5B71B0
Certificate Of Completion
Envelope Id: AC9B28C1B5CA4C1288439746AB5B71B0 Status: Completed
Subject: Please DocuSign: City Council Contract 7995 - HV Circuit Breakers
Source Envelope:
Document Pages: 59 Signatures: 6 Envelope Originator:
Certificate Pages: 6 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
10/21/2022 10:48:44 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)
Completed
Using IP Address: 198.49.140.104
Sent: 10/21/2022 11:05:20 AM
Viewed: 10/21/2022 11:05:35 AM
Signed: 10/21/2022 11:06:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/21/2022 11:06:04 AM
Viewed: 10/21/2022 3:59:48 PM
Signed: 10/21/2022 4:00:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/21/2022 4:00:42 PM
Viewed: 10/21/2022 4:14:09 PM
Signed: 10/21/2022 4:16:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Muhammad Siddiqui
n.siddiqui@siemens-energy.com
Head of Offer Management
Siemens Energy Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.222.79
Sent: 10/21/2022 4:16:14 PM
Resent: 10/27/2022 2:48:26 PM
Resent: 10/31/2022 10:30:36 AM
Resent: 11/9/2022 9:08:50 AM
Viewed: 11/9/2022 12:25:22 PM
Signed: 11/9/2022 12:29:18 PM
Electronic Record and Signature Disclosure:
Accepted: 10/28/2022 10:18:46 AM
ID: 49e5ac42-4dfa-4eee-a87b-e17b773fff58
Signer Events Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/9/2022 12:29:24 PM
Viewed: 11/9/2022 12:46:53 PM
Signed: 11/9/2022 12:47:14 PM
Electronic Record and Signature Disclosure:
Accepted: 11/9/2022 12:46:53 PM
ID: ff2048cb-7e1f-481d-bb86-e3bc1fe98e17
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 11/9/2022 12:47:19 PM
Viewed: 12/14/2022 8:54:15 AM
Signed: 12/14/2022 8:54:35 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 12/14/2022 8:54:42 AM
Viewed: 12/14/2022 8:55:07 AM
Signed: 12/14/2022 8:55:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/14/2022 8:55:22 AM
Viewed: 12/14/2022 10:47:10 AM
Signed: 12/14/2022 10:48:14 AM
Electronic Record and Signature Disclosure:
Accepted: 12/14/2022 10:47:10 AM
ID: c4089b93-b6d9-41ac-975e-daec3fea05f9
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: 10/21/2022 11:06:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/9/2022 12:47:19 PM
Viewed: 11/15/2022 2:54:24 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/14/2022 10:48:19 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Zimmerer
mark.zimmerer@cityofdenton.com
Electric Engineering Supervisor
Security Level: Email, Account Authentication
(None)
Sent: 12/14/2022 10:48:22 AM
Electronic Record and Signature Disclosure:
Accepted: 11/22/2022 6:25:38 PM
ID: 5080502d-7963-4595-b569-f8160389366d
Laura Cheek
laura.cheek@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/14/2022 10:48:25 AM
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 10/21/2022 11:05:20 AM
Certified Delivered Security Checked 12/14/2022 10:47:10 AM
Signing Complete Security Checked 12/14/2022 10:48:14 AM
Completed Security Checked 12/14/2022 10:48:25 AM
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
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. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Muhammad Siddiqui, Antonio Puente, Jr., Rosa Rios, Mark Zimmerer
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.