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8155 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Christa Christian No 8155RFP Substation Power Transformers N/A OCTOBER 24, 2023 23-2004 Contract 8155 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PROLEC-GE WAUKESHA, INC. (Contract # 8155) THIS CONTRACT is made and entered into this date _______________________, by and between PROLEC-GE WAUKESHA, INC., a Wisconsin Corporation whose address is 400 South Prairie Avenue, Waukesha, WI 53186, hereinafter referred to as "Contractor," 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. Contractor and City of Denton may herein be collectively referred to as “Parties” and separately as “Party”. 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 Contractor shall provide products in accordance with the City’s RFP # 8155 Substation Power Transformers a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Contractor’s Quote, Waukesha Terms and Conditions of Sale. (Exhibit "A"); (b) Special Terms and Conditions (Exhibit “B”); (c) City of Denton’s Standard Purchase Terms and Conditions (Exhibit “C” ); (d) RFP 8155 (Exhibit “D” on file at the office of the Purchasing Agent); (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 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 10/24/2023 Contract 8155 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 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: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___2023-_________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, 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 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 262-446-8435 Jerome Kastenholz 1074682 jerome.kastenholz@prolec.energy Application Engineer Supervisor DME General Manager Antonio Puente Electric Contract 8155 EXHIBIT A CONTRACTOR’S QUOTE, WAUKESHA TERMS AND CONDITIONS OF SALE DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 DENTON MUNICIPAL ELECTRIC Prolec GE Waukesha Quotation 70012236 09/27/2023 REV. DESCRIPTION CREATED BY DATE 0 1 2 3 Initial Release Bid Validity Refresh Bid Validity Refresh & Updated T&Cs Removed Contract, Form 1295, & COI from Enclosures Michael Vioski Michael Vioski Michael Vioski Michael Vioski 01/18/2023 08/21/2023 09/26/2023 09/27/2023 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 2 Prolec-GE Waukesha, Inc. Quotation 09/27/2023 DENTON MUNICIPAL ELECTRIC 1701-A SPENCER ROAD DENTON, TX 76205 Inquiry RFP #8155 Substation Power Transformers Quote Number 70012236 Specification Document(s) RFP #8155 TEAM CONTACT INFORMATION Channel Partner Chuck Sears Keasler Associates, Inc. TEL 972-439-3565 FAX 972-439-3560 chuck@keasler.com Application Engineer Michael Vioski Prolec-GE Waukesha, Inc. TEL 262-446-8518 FAX 262-521-0198 michael.vioski@prolec.energy Product Sales Specialist Perry Reeder GE Grid Solutions TEL 262-349-0392 perry.reeder@ge.com Proposal & Order Coordinator Donna Kirschbaum Prolec-GE Waukesha, Inc. TEL 262-446-8470 FAX 262-521-0198 donna.kirschbaum@prolec.energy DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 3 QUOTE SUMMARY Item Number 50 (previously 30 and 10) Price Per Unit $1,717,977 Quantity 1 Warranty Prolec GE Waukesha’s 5 Year Power Transformer Warranty Rating Information 25/33/50/56 MVA, ONAN/ONAF/ONAF 3 Phase, 60 Hz., 55/65 Degree C rise 138 kV DELTA To 24.9 kV GRDY with UZDvac® Full Capacity LTC Ship To Destination Denton, TX Ship To Location Underwood & FM2449 33.177808, -97.187343 If the Ship To Location is not known as of the bid issue date, then the quoted freight and rigging costs may be subject to adjustment based upon final delivery location. Shipment Lead Time* Expected shipment date is 11/01/2024 with an expected delivery date no later than 11/08/2024. Please consult the Channel Partner, Application Engineer or Product Sales Specialist identified in the CONTACT INFORMATION shown in this quotation if an alternate lead time is preferred. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 4 ADDERS • Warranty Validation / Field Service Supervision Included in Price • Field Assembly, Vacuum Fill and Test Included in Price • Heat Run (Base/Max MVA) $ 9,940 per design • Qualitrol QTMS Transformer Monitoring Device $116,400 each • Qualitrol TM3 Oneline Gas Monitoring Device $ 73,250 each • Qualitrol TM8 Oneline Gas Monitoring Device $ 92,430 each • Stainless Steel Option for Control Box/Cabinet $ 5,650 each • One (1) HV Bushing $ 6,150 each • One (1) LV or LVN Bushing $ 2,490 each • One (1) HV Arrester $ 1,760 each • One (1) LV Arrester $ 790 each • Gaskets $ 1,220 per set • Fan Assembly $ 1,100 per assembly • Fiber Optic Probes (x6) + Redundant Probes and Installation $ 14,210 per unit Customer requested Adders shall be added to the Transformer Price and they shall be payable in accordance with agreed upon Payment Terms unless otherwise stated by Waukesha in writing. PRICE & PAYMENT TERMS POLICY PRICE POLICY Price Adjustment Policy Prolec GE Waukesha, Inc. will provide an updated transformer selling price at the time of shipment, based upon the change in material costs for copper, core steel, plate steel, oil, paper insulation and labor from the time of quotation until latest available at time of shipment. A change order will be issued for the adjustment amount. The following material indices are the base indices for this quotation and applies to 50% of the transformer material content, excluding freight, rigging, and field assembly services: Material Name Value Unit Index Date % of Transformer Sales Price Copper HG-Comex $376.33 $/cwt Aug – 23 10.0% Core Steel Waukesha Internal Pricing Index $209.00 - - Aug – 23 8.0% Plate Steel AMM Cut-to-length Plate Carbon Grade FOB mill US$/CWT $74.93 $/cwt Aug – 23 6.0% Oil Brent Crude Futures, Continuous Contract #1 (B1) (Front Month) $85.10 42-gal barrel Aug – 23 2.0% Insulation PIX U.S. NBSK Index $1,339.56 ton Aug – 23 2.0% Labor U.S. BLS NAICS Code ll5 – Mfg Labor Cost Index $25.97 $ Aug – 23 22.0% Final Index = Calculated as average of daily values for the month prior to shipment unless otherwise stated in quote/contract. Price Adjustment % = (CV# * CV%) + (CO# * CO%) + (PL# * PL%) + (OI# * OI%) + (IN# * IN%) + (LA# * LA%); Price Adjustment $ = Price Adjustment% * Transformer Sale Price Transformer Sale Price = Total Contract Value, less freight / rigging / field assembly services • CV# - Change in HG Comex from base to final DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 5 • CO# - Change in Waukesha Internal Core Steel Pricing Index from base to final • PL# - Change in AMM Cut-to-Length Plate Carbon Grade FOB Mill US$/CWT Index from base to final • OI# - Change in Brent Crude Futures, Continuous Contract #1 (B1 - Front Month) Index from base to final • IN# - Change in PIX U.S NBSK Index from base to final • LA# - Change in U.S BLS NAICS Code 335 Mfg Labor Cost Index from base to final • MS# - Change in U.S. BLS Consumer Price Index from base to final • CV% - Copper as % of Transformer Sale Price • CO% - Core Steel as % of Transformer Sale Price • PL% - Plate Steel as % of Transformer Sale Price • OI% - Oil as % of Transformer Sale Price • IN% - Insulation as % of Transformer Sale Price • LA% - Labor as % of Transformer Sale Price Note: The Quoted Item Price(s) does not include sales, use, excise or any other taxes. PAYMENT TERMS & MILESTONES Payment milestones, subject to credit approval, are as follows: • 10% to be invoiced at time of Order Acknowledgement • 40% to be invoiced at Approval Drawing Submittal • 40% to be invoiced at time of Release to Manufacturing • 10% to be invoiced at Delivery to pad/site Note: All payments are Due Net 30 days from receipt of invoice. LATE PAYMENT POLICY If payment is more than 10 days past the due date of the applicable invoice, Prolec GE Waukesha may: 1. Charge interest of 1-½% per month of the unpaid balance, and/or; 2. Withhold shipment of the affected Transformer until Customer is current on all payment obligations as set forth under the applicable Purchase Order. For the avoidance of doubt, any delay in shipment due to Customer’s late payment shall be credited to Prolec GE Waukesha in regards to the calculation of any liquidated damages. Any additional costs incurred due to postponed shipment under this section shall be the responsibility of Customer. DRAWINGS Approval drawings will be provided no later than 20 weeks before ship date. Quoted Shipment Lead Time includes two (2) weeks for customer to review and return approval drawings. For orders requiring drawing approval, a release to immediately proceed with production must be returned to Waukesha within two (2) weeks after drawing submittal to maintain scheduled date(s). DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 6 MINERAL OIL Mineral Oil is included in the quoted transformer price. If mineral oil is shipped separately, pricing includes shipment/delivery of the oil within sixty (60) days of shipment of the transformer. After that date, any additional costs will be charged to the customer. SHIPMENT The above quoted transformer(s) will be shipped dry by truck to your specified pad. Quoted freight and rigging prices are based on the delivery location and site conditions known as of the bid issue date and based on the free access required for Waukesha to unload the equipment without obstruction. Prices are subject to adjustment to the extent that there are changes to the delivery location, the delivery location’s transportation route, or the site conditions (“Conditions”) that would complicate the movement of the transformer(s). Such Conditions that would complicate the movement of the transformer(s), include, but are not limited to: lack of existing roads; impassable conditions; extreme grade or any other condition that would prevent Waukesha from delivering to the specified site with a single crane lift; if clearance is not available due to highway construction; changes in state regulations; changes in bridge limitations; needed repairs to, but not limited to, roadway, delivery site access, or railways (customer or non-customer owned); obstructions such as existing fencing, or removal or reinstallation of any overhead or adjacent structures; insufficiently compacted soil (necessitating matting); oil containment pits or dikes around pad; debris or other condition beyond Waukesha’s control or unknown at the time of bid. Any additional costs associated with such Conditions will be charged to the customer. WARRANTY VALIDATION / FIELD SERVICE Services for Warranty Validation / Assembly, Vacuum Filling & Testing (“Field Services”) as identified in this quotation are included in the quoted transformer price. Other Field Services may be identified as an ADDER. Field Services standard work scope is included as an attachment. Quoted Field Service prices are based on free access to the site required to perform the field services and on the anticipated schedule with a single trip to the site. Quoted Field Service prices do not include any site specific or customer required access and/or safety training, any special and/or site-specific safety, PPE or environmental requirements, use of union labor or any local Sales or Use tax. Any additional direct costs associated with deviations from the proposed field service schedule will be charged to the Customer on a time and material basis. Any Field Service offered in this quote, either as part of the quoted price or which can be elected as an adder, shall be subject to the terms of purchase of the transformer. In no event shall Waukesha have any obligation to identify, correct, abate, clean up, control, or remove from customer’s premises any toxic or hazardous material. TERMS & CONDITIONS The enclosed Prolec-GE Waukesha, Inc. - Terms and Conditions of Sale – For the Purchase of Transformer, Stand-Alone Services and Components are an integral part of this offer, and shall apply except as otherwise agreed to in writing by an authorized employee of Prolec-GE Waukesha, Inc. Alternate Terms and Conditions are subject to negotiation. Seller shall in no event be liable for any indirect, special or consequential damages whatsoever, whether grounded in tort (including negligence), strict liability, or contract. Under no circumstances shall Seller’s liability to Buyer exceed twice the contract price for the specific goods and services upon which the claim is based. Any action for breach of contract or otherwise must be commenced within one year after the cause of action has accrued. After execution of a Purchase Order, should the United States of America or any state or local government authority impose any new tariff, legislation, regulation, or other remedy related to commodities or inputs affecting the work, the parties agree to equitably adjust the DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 7 pricing under such Purchase Order as necessary to account for the financial effects or other direct or indirect effects of any such remedy that cannot be reasonably avoided by either party. Any adjustment subject to this clause will be reflected on the final invoice. Prolec-GE Waukesha, Inc. reserves the right to correct clerical and administrative errors in this quotation, and other related documents. WARRANTY The above transformer is quoted with the Waukesha Five Year Power Transformer Warranty in lieu of all others specified, expressed or implied. To qualify for the Five Year Warranty, a Waukesha Service representative must be present at the time the transformer is dressed out, and both the primary and secondary must be protected from surges with arresters mounted on the transformer tank. In addition to the above, full compliance to the Waukesha Instruction Manual is required to validate the warranty. A complete Instruction Manual is provided in the control box of every Waukesha Power Transformer. CUSTOMER ACKNOWLEDGES THAT THIS WARRANTY MAY BE DEEMED VOID BY PROLEC-GE WAUKESHA, INC. UNTIL PAYMENT IS RECEIVED IN FULL FOR ALL UNDISPUTED INVOICES RELATED TO THE TRANSFORMER, STORAGE OF THE TRANSFORMER, AND ANY RELATED SERVICES. COMMERCIAL EXCEPTIONS 1. Prolec-GE Waukesha, Inc. takes exception to the Customer’s commercial terms and offers this bid subject to the enclosed Prolec- GE Waukesha, Inc. Terms and Conditions of Sale – For the Purchase of Transformer, Stand-Alone Services and Components. In the event that Prolec-GE Waukesha, Inc. is being considered for an award, Customer’s commercial terms are subject to negotiation. 2. Prolec-GE Waukesha, Inc. takes exception to the liquidated damages in the RFQ documents and offers the following: Liquidated damages shall be in the amount of two hundred dollars ($200.00) per day, not to exceed five percent (5%) of the purchase price of the unit upon which such claims are made, and shall begin thirty (30) days after the mutually agreed upon ship date. Any demand for liquidated damages must be submitted to Prolec-GE Waukesha, Inc. within six (6) months after the date of delivery of the impacted unit. TECHNICAL NOTES & COMMENTS 1. This quotation is based on the information provided in the Request for Proposal documentation (RFP) and, if applicable, any addendum to the RFP received prior to proposal submittal. Customer requested changes after quotation submittal or at the time of order placement will be subject to commercial and technical review and acceptance by Waukesha. Acceptable impacts to scope, schedule, or cost may require a Waukesha Change Order Request Quotation. Implementation of the mutually agreed upon changes will commence after written acceptance by the Customer. 2. For units shipping Twenty-Four (24) months after approval drawing submittal, Waukesha may require design changes to ensure compliance with current industry, customer, or manufacturer standards, as well as available components. If applicable, these design changes, and potential cost impacts, will be reviewed with the customer by the project manager at time of manufacturing. 3. Spec RFP #8155, Sect. VII.L.12 – Impedance: For item 20 (dual rated option), load losses in the 13.2 kV connection are 86 kW and impedance is 7.3%. 4. Spec RFP #8155, Sect. VII.L.15.d – Short Circuit Capacity: Windings will be under pressure during vapor phase but note that windings will not be under pressure during coil processing. 5. Spec RFP #8155, Sect. VII.R.16.g – Monitor: A Schweitzer SEL-2411 (241101A3A3A3A3A0131) electronic monitor was selected and included in this quotation. All monitors are being provided with the device manufacturer’s factory default settings. No programming will be supplied by Waukesha. If programing is required, please consult the Application Engineer for the adder. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 8 6. Spec RFP #8155, Sect. VII.I.7 &12– Transformer Color & Coating: Waukesha provides as standard a coating system that exceeds the requirements of IEEE C57.12.29, “Enclosure Integrity—Above-Ground Pad-Mounted Enclosures” specification (the specification for pad-mounted equipment). The coating system consists of an epoxy primer with a polyurethane topcoat. This process has been both lab tested and field evaluated. The two-component coatings used for painted surfaces have a high crosslink density and an exceptional barrier property characteristic. Two-component systems develop full corrosion resistance at a 2 mil total film thickness (primer and topcoat); in fact, the mechanical properties of any organic coating will deteriorate as the thickness approaches 5 mils. For these reasons, the Waukesha paint system exhibits optimal performance at a nominal 3 mil thickness (range 3–5 mils). Radiators will be hot-dipped galvanized steel construction and not painted. See the Transformer Paint Systems attachment for additional clarification. Reference attached enclosure Transformer Paint Systems. 7. Spec RFP #8155, Sect. VII.K– Insulating Oil: Waukesha uses inhibited mineral oil (ANSI/ASTM D-3487) from Waukesha approved sources [see attached oil specification]. 8. Spec RFP #8155, Sect. VII.M.1a-c – Monitor Options: A Qualitrol QTMS Tranformer Monitoring Device, Qualitrol TM3 Oneline Gas Monitoring Device, and Qualitrol TM8 Oneline Gas Monitoring Device have been included in the “Adders” section of this quotation. All monitors are quoted with the device manufacturer’s factory default settings. No programming will be supplied by Waukesha. If programing is required, please consult the Application Engineer for that adder. 9. Spec RFP #8155, Sect. VII.M.1d – Transformer Bushing Testing System: Additional information and details of what type of transformer bushing system is desired is required to provide as an optional pricing adder. If desired, please contact the Application Engineer with additional details to get the adder. 10. Spec RFP #8155, Sect. VII.O and P.10 – RIV Level: Spec VII.O (page 33) states max RIV level is 75uV during 1 hour test. Spec VII.P.10 (page 34) states max RIV level is 100uV during 1 hour test. 100 uV will be used. 11. Spec RFP #8155, Sect. VII.P.10 – Induced Test Levels: Induced test levels will be per C57.12.00 Section 5.10 table 4. TECHNICAL EXCEPTIONS 1. Supply chain constraints may require Prolec GE Waukesha to procure equivalent components/materials from alternate sources not listed in your specification. 2. Spec RFP #8155, Sect. II – Bushing Current Transformers: Low voltage and low voltage neutral CTs quoted consist of a ratio of 1200:5 in leu of 1250:5 based on standard ratio available. 3. Spec RFP #8155, Sect. VII.L.13 – Vibration: There are no vibration amplitudes referenced in the latest version of IEEE C57.12.90. No load and load sound tests will be done per IEEE standards (at 105%V per spec). 4. Spec RFP #8155, Sect. VII.H.6 – DCB: The current Waukesha DCB breather (DCB-A01) was selected in leu of DCB-A00. 5. Spec RFP #8155, Sect. VII.L.15 & Q – Short Circuit Testing: Waukesha does not perform short circuit withstand tests; however, a reference list of transformers short circuit tested successfully is attached, confirming that the proposed design(s) meet(s) the ANSI/IEEE short circuit requirements. 5.1. The Short circuit force and stress calculations are performed using Rabin's method which has high accuracy for the B-fields inside the windings. The magnetic field is calculated for 100 axial and radial subdivisions of each winding. The short circuit currents are obtained for the most severe fault condition. The magnetic field and force densities, J x B, are calculated along a fine grid-work of points throughout each winding. These are integrated (summed) appropriately to get net forces, which are required for calculating the stress. For axial forces especially, an offset is placed in one of the windings. Output includes: maximum hoop/buckling stresses in each winding, maximum radial and axial bending stresses, maximum compressive stresses on the key spacers, maximum tie-plate stress, and minimum pressure ring thickness needed to withstand the end thrust for offset windings. A flag is raised when material or buckling limits are exceeded. Stress limits are based on the proof stress of the material including an adequate margin. 5.2. This analysis provides complete short circuit withstand requirements and design data for each specific design – a methodology preferred in the industry today. 6. Spec RFP #8155, Sect. VII.L.16 – Voltage classification: Exception taken to low frequency values specified. Low frequency test levels will be per current IEEE standards. 7. Spec RFP #8155, Sect. VII.Q.1 – DGA: Dissolved Gas in Oil Tests. The gas limits are applicable for transformers built in accordance with IEEE standards with an average ambient temperature of 30° C. The gas limits may not be applicable for higher operating DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 9 temperatures and for overload temperature rise tests. The expected amount of dissolved gasses to be generated during the normal heat run tests are as follows: •Carbon Dioxide < 250 ppm •Carbon Monoxide < 25 ppm •Hydrogen < 20 ppm •Methane < 2 ppm •Ethane < 2 ppm •Ethylene <1 ppm •Acetylene NoneThese values represent maximum generated gasses per test:7.1 Example: Final (gas ppm’s after specific test) – Initial (gas ppm’s prior to specific test) = Maximum generated gasses (gasppm change for specific test). 7.2 Heat runs performed at different ratings take place immediately one after the other so the gases potentially generated during one heat run rating may not be present in the initial DGA sample for that heat run; but, it may show up in the subsequent DGA sample of the next heat run. Due to this SPX TS will meet the gas limits for each gas as a sum of the gas limits for all required heat runs, including the overload of up to 1.25 pu, not to exceed the sum of limits allowed for each progressive heat run test. LOSS GUARANTEE In accordance with latest revision of IEEE Standard C57.12.00, Section 5.9, No-load (core) loss guarantee on the enclosed performance specification(s) is based on the standard reference temperature of 20°C. Load (winding) loss guarantee is at the standard reference temperature of 85°C on 65°C rise rated transformers (or 75°C on 55/65°C rise rated transformers). Waukesha tests no-load and load losses with less than 1.0% measurement error. These measurement errors are determined by a calibration system that is traceable to the National Institute of Standards and Technology (formerly the National Bureau of Standards) using methods described in NIST’s Technical Note 1204. AWARD OF CONTRACT In the event that the transformer contract is awarded to Prolec-GE Waukesha, Inc., please provide the following text on the purchase order to help expedite order processing: Unit(s) will be Designed, Manufactured, Tested, Shipped, Sold and Invoiced in accordance with Prolec-GE Waukesha, Inc. Quotation 70012236, dated 09/27/2023. VALIDITY This bid will remain in effect through 11/3/2023 unless changed in the interim by written notice from Waukesha. Extensions to the validity may be considered, as required, to facilitate the order process. Sincerely, Prolec-GE Waukesha, Inc. Michael Vioski Jerome Kastenholz Application Engineer Application Engineer Supervisor DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Quotation # 70012236 09/27/2023 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved. 10 ENCLOSURES Proposal Form / Data Sheets Performance Specification(s) Preliminary Outline Waukesha Terms and Conditions of Sale Cancellation/Delay Policy Waukesha Five Year Power Transformer Warranty Waukesha Warranty Validation Assembly Vacuum Filling & Testing: Units Shipped Without Oil Waukesha Service Solutions Transformer Oil Specification Transformer Paint Systems Transformer Tank Design & Construction Short Circuit Test Results Waukesha UZD DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Data 1 Company Name 2 Manufacturer Name 3 Manufacturer Factory Location 4 Transformer Base Price FOB Denton, Texas (Each) (excludes LTC costs, oil preservation system and all option costs) (includes shipping, field assembly, testing, and design review costs) ($/transformer) 5 Pricing is Based on: Pricing w Escalation and De-escalation X Firm Pricing (Select one) 6 Price for optional dual secondary winding (DETC) switchable between 13.2kV and 24.9kV ($/transformer) 7 Price for proposed LTC on secondary winding including oil filtration system ($/transformer) 8 Price for proposed main tank oil preservation system ($/transformer) 9 Price for proposed LTC tank oil preservation system ($/transformer) 10 Price for optional Fiber Optic Temperature Probe ($/transformer) 11 Price for optional stainless steel control and CT cabinets ($/transformer) 12 Price for optional treatment available for increasing corrosion resistance or paint performance for whole transformer ($/transformer) 13 Price for optional Qualitrol QTMS Transformer Monitoring Device ($/transformer) 14 Price for optional Qualitrol TM3 Oneline Gas Monitoring Device ($/transformer) 15 Price for optional Qualitrol TM8 Oneline Gas Monitoring Device ($/transformer) 16 Price for manufacturer proposed system for online transformer bushing tests ($/transformer) 17 Price for other manufacturer proposed transformer monitoring systems (other than listed above)($/transformer) 18 Price for optional Temperature Rise Test (Heat Run)($/transformer) 19 Price for optional Short Circuit Withstand Test ($/transformer) 20 Confirm Pricing includes no-load taps on primary winding as described in specification (Confirmed - Yes/No) 21 Confirm pricing is valid for 90 days (Confirmed - Yes/No) 22 Confirm pricing includes travel, lodging, and meals for owner to attend design reviews at Manufacturer facilities.(Confirmed - Yes/No) 23 Copper Index (See Section IV.E) if using $/cwt 24 Plate Steel Index (See Section IV.E) if using $/cwt 25 Paper Index (See Section IV.E) if using ton 26 Oil Index (See Section IV.E) if using 42-gal barrel 27 Core Steel Price(See Section IV.E) if using 28 Shipping Fuel Price (See Section IV.G) if using 29 Main Tank Oil Preservation System Type: Nitrogen Blanket X Conservator (Select one) 30 Primary Winding Bushing Voltage Class 31 Primary Winding Bushing Amperage Rating (A) 32 Primary Winding Bushing Lead Type Draw Lead X Bottom Connected (Select one) 33 Primary Winding Bushing Spare Cost ($/bushing, including shipping) 34 Secondary Winding Bushing Voltage Class 35 Secondary Winding Bushing Amperage Rating (A) 36 Secondary Winding Bushing Lead Type Draw Lead Bottom Connected X (Select one) 37 Secondary Winding Bushing Spare Cost ($/bushing, including shipping) 38 Neutral Winding Bushing Voltage Class 39 Neutral Winding Bushing Amperage Rating (A) 40 Neutral Winding Bushing Lead Type Draw Lead Bottom Connected X (Select one) N/A - See Tech Exception #5 $383.57 $75.00 $1,514.35 Included in Item 4 Included in Item 4 $14,210 N/A - See Tech Note #6 $116,400 $73,250 $5,650 (adder - does not include CT cabinets) $92,430 N/A - See Tech Note #9 Those Requested Included in Item 4 $9,940.00 per design 800 2000 $6,150.00 $2,490.00 2000 25/33/50//56 MVA Power Transformer Appendix A - Bid Proposal Form Oil Preservation System Pricing $213.00 $80.16 No 25 kV 25 kV Bushing Information Value Prolec-GE Waukesha Prolec-GE Waukesha Goldsboro, WI $1,717,977 145 kV No - 30 Days Yes N/A Included in Item 4 Included in Item 4 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 41 Neutral Winding Bushing Spare Cost ($/bushing, including shipping) 42 Provide Bushing Terminal to NEMA 4-hole Pad Adapter Part Number 43 Confirm all bushings are either ABB Type O plus C or Pcore POC type (Confirmed - Yes/No) 44 Primary Winding Arrester Voltage (L/L) 45 Primary Winding Arrester Duty Cycle 46 Primary Winding Arrester MCOV (kV) 47 Primary Winding Arrester Spare Cost ($/bushing, including shipping) 48 Secondary Winding Arrester Voltage (L/L) 49 Secondary Winding Arrester Duty Cycle 50 Secondary Winding Arrester MCOV (kV) 51 Secondary Winding Arrester Spare Cost ($/bushing, including shipping) 52 LTC Filter Media Part Number 53 Maximum Filter Flow (Gallons/Minute) 54 Estimated Filter Change Interval (Months) 55 Describe where LTC Windings will be placed electrically in the transformer windings 56 Step where LTC is expected to produce the greatest losses (Step Number) 57 Estimated LTC tap selector switch current at 50 MVA (Amps) 58 Projected LTC tap selector switch contact life at this load current (Operations) 59 55C Rating - ONAN (MVA) 60 55C Rating - ONAF Stage 1 (MVA) 61 55C Rating - ONAF Stage 1 and Stage 2 (MVA) 62 65C Rating - ONAN (MVA) 63 65C Rating - ONAF Stage 1 (MVA) 64 65C Rating - ONAF Stage 1 and Stage 2 (MVA) 65 Transformer Design Impedance (ONAN 55C)(%) 66 Calculated Highest Core Temperature (C) 67 At Nominal Voltage with all Fans Off (dB) 68 At Nominal Voltage with all Fans On (dB) 69 At 105% Voltage with all Fans Off (dB) 70 Estimated Core and Coil Weight (lbs) 71 Estimated Tanks and Accessories Weight (lbs) 72 Estimated Oil Weight (lbs) 73 Estimated Total Weight (lbs) 74 Estimated Main Tank Oil Capacity (gallons) 75 Estimtated LTC Tank Oil Capacity (gallons) 76 Total Oil (gallons) 77 Total Number of Radiators 78 Total Number of Fans 79 Provide Fan part number 80 Provide Ground Bar Size 81 Oil 82 Radiators 83 Arresters 84 Arrester Mounting Brackets 85 Bushings 86 Pressure Relief Devices 87 Sudden Pressure Device 88 Fans 89 Other(Write in) 90 Impact Recorder Part Number 91 No Load Losses at 25MVA (at rated tap)(Watts) 92 Load Losses at 25MVA (at rated tap)(Watts) 93 Load Losses at 33MVA (at rated tap)(Watts) 94 Load Losses at 50MVA (at rated tap)(Watts) 95 Auxiliary Losses at 50MVA (at rated tap)(Watts)2,700 W HDSF-14-1-D-1/2-12-TP Guaranteed Losses 22,400 W60,400 W X X X X X X Items that will be Removed for Shipping (mark as required) 52,466 lbs74,438 lbs 220,788 lbs 9,002 gal 340 gal Estimated Noise Levels at no load, LTC in Greatest Noise Producing Position and: 8 10 343 A 500,000 9,925 gal 65 dB 65 dB 65 dB 93,884lbs 5 x 1/2 inch minimum Lat-Lon GPS Solar Tracking Unit STU15K 37 MVA 56 MVA 7 % 120 C Yes 22 kV Design Confirmations Miscellaneous Information 25 MVA 33 MVA 50 MVA 84 kV $1,760.00 28 MVA No Filter Required N/A N/A Connected to the HV of the series transformer 16L $2,490.00 $790.00 25 kV 27 kV LTC Information 138 kV 108 kV Arrester Information 105,300 W*241,600 W* * Values for information only and are not guaranteed. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 96 Confirm Manufacturer understands DME will hold design reviews to ensure design meets all specification requirements (Confirmed - Yes/No) 97 Confirm Manufacturer uses required BIL ratings defined in specification (Confirmed - Yes/No) 98 Confirm Manufacturer includes required CTs and CT ratings defined in specification (Confirmed - Yes/No) 99 Confirm Manufacturer is fully compliant with all requirements in Section VII of specification (Confirmed - Yes/No) 100 Confirm Manufacturer design is for 7% Impendance (Confirmed - Yes/No) 101 Confirm Manufacturer included metering accuracy CTs as described in the specification (Confirmed - Yes/No) 102 Confirm Manufacturer design is for a maximum Noise Level of 65 decibels as defined in "Noise Levels" Section (Confirmed - Yes/No) 103 Confirm Manufacturer is designed as if the high voltage terminals were attached to an infinite source (Confirmed - Yes/No) 104 Number of three-phase power transformers shipped in the past 60 months larger than 25MVA 105 Number of these units that failed in less than 5 years 106 Provide document detailing size, voltage, year shipped, LTC type, and corrective action required for failed units 107 Percentage of units that did not ship on time (%) 108 Average Delay for Units that did not Shop on time (days) 109 110 X Axis (along direction of travel) 111 Y axis (lateral to direction of travel) 112 Z axis (vertical) 113 Leadtime from Purchase Order issued to Delivery (Weeks) 114 Time required for final field assembly (Days) 115 Approval Drawing Delivery Time after Receipt of Order (Weeks) 116 Final Drawing and Instruction Binder Delivery after Receipt of Order (Weeks) 117 Transformer Completed and Ready for Testing after Receipt of Order (Weeks) 118 Transformer Shipment After Receipt of Order (Weeks) 119 Estimated Transit Time (Days) 120 Confirm Manufacturer Complies with Warranty Requirements in Section V.K (Confirmed - Yes/No) 121 Confirm Final Drawings and Instruction Binder Requirement (Section V.H)(Confirmed - Yes/No) 122 If escalation/de-escalation is proposed, please provide description in a seperation document detailing indexes proposed. 123 Confirm shipping is by truck. Rail delivery proposals will be rejected.(Confirmed - Yes/No) 124 Confirm impact recorders will be installed on transfomer for shipment (Confirmed - Yes/No) 125 Confirm proposed escalation/de-escalation is in accordance with specification (Confirmed - Yes/No) 126 Confirm proposed design complies with all requirements in Electrical and Internal Assembly Features Section (Confirmed - Yes/No) 127 Confirm main tank complies with all requirements in Main Tank Mechanical Features Section of the specification and that bid will be rejected if welds are used within 6 inches of tank corners. (Confirmed - Yes/No) 128 Confirm Manufacturer shall be required to perform testing as defined in Factory Tests Section (Confirmed - Yes/No) 129 Confirm any requirement to operate the no-load tap or tap changer contacts for maintenance reasons will cause the bid to be rejected. (Confirmed - Yes/No) 130 Confirm Manufacturer can perform vapor phase drying process (Confirmed - Yes/No) 131 Number of years participating in the U.S. market (years) Yes Yes Yes 50+ Shipping and Reliability Perfomance Information (Last 60 Months) Shipping Impact Limits 18 weeks before shipment ~46 weeks ~48 weeks 5-7 days 20 weeks before shipment Yes No - See "Technical Exceptions" in Quote Yes 5 days See Waukesha enclosed standard 5-yr warranty Yes See Attached Field Failure Data See Attached Field Failure Data See Attached Field Failure Data Schedule Projected Ship Date = 8/23/2024 Yes No - See "Technical Exceptions" in Quote Yes Yes Yes Yes See Attached Field Failure Data Yes No - See "Technical Exceptions" in Quote See Attached Field Failure Data Miscellaneous Acknowledgments Yes Yes See indices table included in proposal document DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 132 Confirm oil handling or opening a oil reservoir is not required to change LTC oil filter (Confirmed - Yes/No) 133 Confirm oil handling or opening a oil reservoir is not required to change LTC oil filter (Confirmed - Yes/No) Create Typical Drawings N/A - No LTC oil filter required N/A - No LTC oil filter required DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 MFG FAILURES PER YEAR YEARS OF TRANS- FORMER SERVICE YEAR 12 13 14 15 16 17 18 19 20 21 2012 0 1 0 0 0 0 0 0 0 0 1 0.50 0.05 2,020 2013 0 0 0 0 0 0 0 0 0 0 0.00 0.00 2,151 2014 0 0 0 0 0 0 0 0 0 0.00 0.00 1,952 2015 0 0 0 0 0 0 0 0 0.00 0.00 1,624 2016 0 0 0 0 0 0 0 0.00 0.00 1,404 2017 1 0 0 0 0 1 0.41 0.08 1,210 2018 0 0 0 0 0 0.00 0.00 932 2019 0 0 0 0 0.00 0.00 735 2020 0 0 0 0.00 0.00 448 2021 0 0 0.00 0.00 200 Total 0 1 0 0 0 1 0 0 0 0 2 0.09% 0.02% 12,676 Data is for a complete 10 years of service and is updated at the end of each calendar year. Data is based upon failures known to and reported to Prolec GE Waukesha production site Quality Department. % Total Failures Per Year = Number of Failures X 100 / Number of Units Produced % Failures Per Service Year = % Total Failures Per Year / Service Years Since Shipment FIELD FAILURE RATE BY YEAR OF PRODUCTION Prolec GE Waukesha - Waukesha, Wisconsin Facilities Type 1 Field Failure: Transformer Removed From Pad for Repair TOTAL FAILURES by YEAR MFG'D % TOTAL FAILURES by YEAR MFG'D % FAILURES PER TRANS- FORMER SERVICE YEAR DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 12 13 14 15 16 17 18 19 20 21 2012 0 2 0 0 0 1 0 0 0 0 3 1.49 0.15 2,020 2013 0 0 0 0 0 0 0 0 0 0 0.00 0.00 2,151 2014 0 1 0 0 0 0 0 0 1 0.41 0.05 1,952 2015 0 0 1 0 0 0 0 1 0.43 0.06 1,624 2016 0 2 2 0 0 0 4 1.71 0.28 1,404 2017 0 1 1 0 0 2 0.83 0.17 1,210 2018 0 0 0 0 0 0.00 0.00 932 2019 0 0 0 0 0.00 0.00 735 2020 0 0 0 0.00 0.00 448 2021 1 1 0.50 0.50 200 Total 0 2 0 1 0 4 3 1 0 1 12 0.52%0.09%12,676 Data is for a complete 10 years of service and is updated at the end of each calendar year. Data is based upon failures known to and reported to Prolec GE Waukesha production site Quality Department. % Total Failures Per Year = Number of Failures X 100 / Number of Units Produced % Failures Per Service Year = % Total Failures Per Year / Service Years Since Shipment FIELD FAILURE RATE BY YEAR OF PRODUCTION Prolec GE Waukesha - Waukesha, Wisconsin Facilities Type 2 Field Failure: Transformer is Repaired Without Removal From Pad (unplanned outage). TOTAL FAILURES by YEAR MFG'D % TOTAL FAILURES by YEAR MFG'D % FAILURES PER TRANS- FORMER SERVICE YEAR YEARS OF TRANSFORMER SERVICE MFG YEAR FAILURES PER YEAR DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Performance Specification FOR:785 DENTON MUNICIPAL ELECTRIC 70012236 Item No: 000050 Project Name:Underwood: 25/33/50/56 MVA; 138-24.9 kVUZDvac TRANSFORMER RATINGS Phase 3 Frequency 60 Temp Rise oC 55 / 65 Insulating Oil Cooling Class HV Volts XV Volts YV Volts ZV (TV) Volts ONAN ONAF ONAF 25.00 / 28.00 33.00 / 36.96 50.00 / 56.00 25.00 / 28.00 33.00 / 37.33 50.00 / 56.00 -- -- -- -- -- -- -- -- -- -- -- -- 138,000 - - Delta - - 24,900 - - GrdY - - -- -- -- -- -- -- -- -- ADDITIONAL TAP VOLTAGES Terminal Style Taps or KV Capacity HV DETC + 2 /-2 @ 2.500 %FULL XV UZDvac + 16 /-16 @ 0.625 %FULL PERCENT IMPEDANCE VOLTS %Windings At MVA H-X H-Y X-Y 25.07.00 ---- ---- AUXILIARY LOSSES AND SOUND LEVEL MVA Class Cooling Sound Level dB The above values for cooling loss do not include ancillary equipment (heaters, control devices, etc.) losses of 3,000 watts ONAN ONAF ONAF 25.00 33.00 50.00 -- 1,400 2,700 65 65 65 INSULATION LEVELS (KV) Terminal Winding Bushing HV Line HV Neutral XV Line XV Neutral YV Line YV Neutral ZV (TV) Neutral ZV (TV) Line 650 - - 200 - - -- -- -- -- -- 200 -- -- 650 200 -- -- -- 200 -- -- PERFORMANCE BASED ON A LOADING OF HV Winding XV Winding YV Winding ZV (TV) Winding 138,000 Volts @ 24,900 Volts @ - - Volts @ - - Volts @ 25.00 MVA 25.00 MVA - - MVA - - MVA EFFICIENCIES Base MVA (ONAN) = 100% Load Percent 100% 99.67 75% 99.70 50% 99.70 25% 99.58 REGULATION Power Factor Percent Regulation 1.0 0.48 0.9 3.45 0.8 4.53 PERFORMANCE_DATA No Load Temp:20 oC/Load Loss Temp:75 oC Exciting Current (Percent) and Loss (Watts) Excitation Exciting Current(%) No Load Loss Load Loss Total Loss 100% .500 22,400 60,400 82,800 MECHANICAL DATA - Not for Construction Dimensions are in inches & weights are in pounds (approx.values) Outline Drawing Number:Shipping: Dry by Truck Base Assembled Shipping Weight (lbs) Height (A) Width (B) Depth (C) Height Over Cover (D) Core and Coils 93,884 Tank and Fittings 52,466 Liquid (9,925 gallons) 74,438 Total Weight 220,788 Shipping Weight, Heaviest Piece 235 175-- 158-- 198 88 305 186 158 249 130 123,370 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2023 Prolec-GE Waukesha, Inc.1 Cancellation / Delay Policy Up to 50 MVA Base Rating 1.Cancellation of an order will be accepted after the purchaser has given written notice. If the cancellation occurs during the period from the date of order entry to twelve (12) weeks after order acknowledgement, the cancellation charges will be the actual work hours expended on the job performed at a rate of $250 per hour or a minimum of five percent (5%) of the purchase price, whichever is greater. 2.If the cancellation occurs after approval drawings have been issued by Waukesha, the termination charge will be thirty percent (30%) of the purchase price. 3.Notwithstanding items 1 and 2 above, if the order is cancelled forty (40) weeks or less prior to shipment, the cancellation charge shall be one hundred percent (100%) of the purchase price. 4.If the order is suspended or shipment is delayed forty (40) weeks or less prior to the scheduled ship date, the equipment will be completed and invoiced. Storage at Waukesha’s site shall be subject to availability and any related costs shall be at the customer’s expense. 5.If the order is suspended or shipment is delayed at a point greater than forty (40) weeks prior to scheduled ship date, then a new ship date will be mutually agreed upon within ten (10) days, or Waukesha reserves the right to reschedule or cancel, and any cancellation penalties will be issued. 6.If a request to delay shipment changes the scheduled ship date, an adjustment to the base price may be necessary. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC24-0523D DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Five Year Power Transformer Warranty Prolec-GE Waukesha, Inc. (Waukesha), warrants to the original purchaser that the complete transformer, together with all parts included in the original purchase (the “Transformer”), has been designed in accordance with the specifications of the original purchaser and that the Transformer will be free from defects in material and workmanship under normal use and service for a period of five (5) years from the date of arrival of the Transformer at its destination from the factory. Waukesha’s liability under this warranty does not extend to defects caused by vandalism, improper installation, improper maintenance, alterations by purchaser, purchaser-furnished materials, or improper operation. For this warranty to be valid, Waukesha requires that all transformer windings shall be protected from surges with arresters mounted on the transformer tank or an insulation coordination study may be required. A customer service representative must be present during field assembly, vacuum filling (if required) and inspection of the installation prior to energization. In the event that the Transformer is relocated, a customer service representative must be present during field re-assembly, vacuum-filling (if required) and inspection of the re-installation prior to re-energization. Purchaser forfeits the provisions of the Five Year Warranty if either of these service requirements is not followed. If any part is found to contain defects in material and/or workmanship during the five year warranty period, Waukesha’s liability and Purchaser’s remedies under this warranty shall be limited solely to repair or replacement, at Waukesha’s option, of the defective part. Decision on the method and extent of repairs rests solely with Waukesha. Purchaser shall give Waukesha prompt written notice of any claim hereunder. Waukesha shall be given a reasonable opportunity to investigate all claims, and no parts may be returned to Waukesha without authorization and instructions from the Customer Service Department. During the first year, this warranty covers any freight within the 48 contiguous states by common carrier in full. This warranty also covers the cost of removal from the site and reinstallation after repair, subject to a limit of 10% of the original selling price. Costs of moving structures or associated equipment are excluded. During the last four (4) years, transportation, moving and reinstallation costs are excluded from this warranty. Under no circumstances will Waukesha be responsible for damage in excess of the sale price to Purchaser for the goods and/or services for which damages are claimed. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WAUKESHA SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES OF ANY KIND, INCLUDING LOSS OF PROFITS. In the event a performance bond is provided as part of the contract to which this warranty applies, the Surety’s liability shall be limited to one (1) year from the date of delivery of the Transformer. The remaining four (4) year warranty period is solely the obligation of Waukesha. CUSTOMER ACKNOWLEDGES THAT THIS WARRANTY MAY BE DEEMED VOID BY WAUKESHA UNTIL PAYMENT IS RECEIVED IN FULL FOR ALL UNDISPUTED INVOICES RELATED TO THE TRANSFORMER, STORAGE OF THE TRANSFORMER, AND ANY RELATED SERVICES. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC04-0122H DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Prolec GE Waukesha Warranty Validation (<100MVA) Waukesha® Service personnel are required to provide assistance to a customer during installation of the transformer and verify proper assembly to facilitate activation of the applicable warranty. Minimum requirements for warranty validation are as follows: • Waukesha® Service personnel will perform internal inspection of transformer and witness the installation and connection of bushings. • Waukesha® Service personnel will complete service warranty validation checklist. • Customer will provide vacuum filling records, where applicable. • Customer will perform electrical acceptance tests and provide copies of test results to Waukesha; as specified in Waukesha’s Pre-operational Testing Instruction Booklet 2012, the minimum acceptance tests include: o Core Insulation Resistance (Megger) o Winding Insulation Resistance o Transformer Turns Ratio o Insulation Power Factor of Bushings and Windings (Doble) o General Oil Chemistry Tests – Dielectric Strength, Power Factor and Moisture Content Pricing is based upon a single mobilization to jobsite during standard work hours. When requested assistance lasts longer than 5 days, requires overtime assistance or multiple mobilizations to the site, the extra work will be billed in accordance with rates designated on the current Waukesha® Service Technician & Specialist Rate Schedule sheet. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC18-0122E DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Assembly, Vacuum Filling & Testing: Units Shipped Without Oil applicable for transformers < 100 MVA base rating and < 345kV If included in the quoted price or selected as an “adder” as outlined in the proposal, Prolec GE (PGE) Waukesha service crews and equipment will perform transformer installation once the transformer has been placed on the pad. Assembly and testing work will include the following: ASSEMBLY • Install, connect and tape, as necessary, all bushings • Hang and brace radiators and/or fans • Mount oil preservation system, if required • Mount lightning arresters, if required • Mount control cabinet, if required • Mount any miscellaneous items removed for shipment • Check all internal clearances including DETC and LTC (if equipped) for proper alignment and timing • Hang any conduit removed for shipment; pull and terminate associated wiring OIL FILLING • Elevate core/coil temperature, if necessary • Conduct vacuum leak test • Vacuum fill in accordance with PGE Waukesha’s Instruction Leaflet Document No. 2011 • Pull vacuum at a level of 1 Torr (1,000 micron,1mm of Hg) or less and hold for a minimum of 8 hours • Vacuum fill transformer oil while maintaining a vacuum level of 5 torr or less • Fill conservator tank or activate nitrogen system, as appropriate for transformer design TESTING As specified in PGE Waukesha’s Pre-Operational Testing Instruction Booklet No. 2012, the minimum acceptance tests include the following: • Bushing power factor and capacitance • Core megger • Transformer turns ratio • Insulation power factor • Insulation resistance • Functional check of unit control cabinet • Oil tests after filling 1. Moisture content 3. Dielectric strength 2. Power factor 4. Dissolved gas analysis 5. Flash and fire point (natural ester fluid filled units only) See next page for Scope Clarifications. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 2 SCOPE CLARIFICATIONS For all transformer installations, the following apply: • Purchaser shall be responsible for switching, lock out and grounding of any equipment necessary to establish safe work area. • Purchaser shall provide suitable, free, clear, unlimited and compacted access route, roads and area around work location for access of service equipment. • Purchaser shall connect all external protection, control and relay wiring, as required. • Purchaser shall connect all external bushing terminations or bus work, as required. • Purchaser shall assemble any deluge systems, as required. • PGE Waukesha service crews will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes. • Purchaser shall provide one open top drum and one closed top drum for disposal of all waste, flush and scrap oil generated in execution of work. • Purchaser shall provide communication and sanitation facilities. • No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs. • No provisions have been included for Union Labor requirements. • Any site specific or customer required access and/or safety training is not included in pricing and would be billed at applicable field service rates. • If a natural ester fluid is included in this quotation, acceptance test results of that fluid will differ from the typical values of transformers filled with mineral oil. Insulation power factor values are expected to increase and insulation resistance values are expected to decrease when compared to test values with mineral oil insulation system. • If a natural ester fluid is included in this quotation, purchaser shall be responsible for disposal of all totes/drums utilized for make-up and flush oil that is generated during course of project; PGE Waukesha can arrange for disposal upon request at an additional cost. Should additional requirements, tests and/or processing procedures apply, please contact Prolec GE Waukesha Service for pricing at 800.758.4384. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC09-1022F DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Transformer Service Solutions to 765kV Available for ALL Manufacturers’ Units Waukesha’s service team focuses on maintaining performance quality, reliability and life of transformers and load tap changers throughout your electric power system — whether manufactured by Prolec GE Waukesha or other suppliers. Our mission is simple: to keep your transformers up and running with responsive and cost-effective service and maintenance support 24/7/365. TRANSFORMER INSTALLATION & LOGISTICS • Heavy Hauling • Rigging • Assembly • Oil Filling • Acceptance Testing • Relocation TRANSFORMER TESTING SERVICES • Insulation Resistance • Power Factor • Transformer Turns Ratio • Winding Resistance • CT Testing • Leakage Reactance • Winding Excitation & Alarm Checks • Gauge Calibration • Sweep Frequency Response Analysis • Dissolved Gas Analysis & General Chemistry • Materials Analysis TRANSFORMER MAINTENANCE • Inspections • Component Addition & Replacement • Regasketing • Leak Repairs • Life Extension • Oil Preservation System Upgrades • Control Upgrades • Retrofits • Removal, Sourcing and Installation of Conservator Aircells, Regardless of OEM TRANSFORMER OIL PROCESSING • Field Dry Out • Vacuum Filling • Hot Oil Processing • Cryogenic Drying (Cold Traps) • Fullers Earth Reclamation • Natural Ester Retrofills SPARE PARTS • Bushings/Arresters • Cooling Equipment • Gauges/Controls • Gaskets • Transformer Health Products® • LTC Parts TRAINING SERVICES • LTC Training • Maintenance Training • Testing Training • Print Reading • Oil Processing Training LTC MAINTENANCE • All Manufacturers • Inspections • Overhauls • Upgrade Kits • Filtration Installation • Core Replacement • Vacuum Retrofits TECHNICAL SERVICES • Condition Assessment Studies • Life Assessment Studies • Thermal Uprate Studies • Component Retrofits • Failure Analysis • Feasibility Studies • Technical Supervision 24 7 EMERGENCYSERVICE 888-365-24x7 transformers | service | training | components LOCATION Prolec-GE Waukesha, Inc. 2701 US Hwy 117 South Goldsboro, NC 27530 800-758-4384 waukeshaservice.com © Prolec-GE Waukesha, Inc. | SRV-065 (Rev. 04/22) DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc, 1 Transformer Oil Specification (as received from refiner) Waukesha’s standard is inhibited mineral oil with 0.3% max DBPC (oxidation inhibitor). Oil meeting other specific customer requirements may be available upon request. Oil is purchased only from approved domestic sources, and for each approved source, oil has been tested and proven to meet the following specification values: KEY PROPERTIES ASTM TEST METHOD IEEE / ASTM D-3487 LIMITS Physical Properties Color D1500 0.5 max Flash point, °C D92 145 min Interfacial tension @ 25°C (dynes/centimeter) D971 40 min Pour point, °C D97 –40 max Specific gravity @ 15°C/15°C D1298 0.91 max Viscosity, SSU/cSt @ D88 / D445 100°C 36 / 3.0 max 40°C 60 / 11 max 0°C 350 / 76.0 max Polychlorinated Biphenyls (PCBs) ppm D-4059 Not Detectable Visual appearance D1524 Clear and Bright Chemical Properties Aniline point, °C D611 63 min Approved antioxidant content, wt % D2668, D1473 0.30 max Corrosive sulfur 1 Test to be run for 48 hours @ 150°C D1275 Non-Corrosive Moisture, ppm D1533 35 max* Neutralization number, mg KOH/g of oil D974 0.03 max Oxidation stability Method A (acid / sludge test) 72 hours sludge, wt % Neutralization value, mg KOH/g 164 hours sludge, wt % Neutralization value, mg KOH/g D2440 0.10 max 0.30 max 0.20 max 0.40 max *35 ppm max as received from refiner; Waukesha dehumidifies to lower value for installation in transformer. Continued on next page… DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc, 2 KEY PROPERTIES ASTM TEST METHOD IEEE / ASTM D-3487 LIMITS Electrical Properties Dielectric breakdown voltage at 60 hertz Disc electrodes, kV VDE electrodes, kV @ 0.040-in. gap or @ 0.080-in. gap D877 D1816* D1816* 30 min 28 min 56 min Dielectric breakdown voltage 25°C impulse conditions, kV Needle (negative)-to-sphere (grounded) @ 1-in gap D3300 145 min Power factor at 60 hertz, % at: 25°C 100°C D924 D924 0.05 max 0.30 max Gassing Tendency @ 80°C (μL/min) D-2300 B + 30 max *D1816 only applies to new oil that has been filtered, dehumidified and degasified. Oil shall be PCB-free to existing current law. Properties as listed are only attainable on new oil as received from the refinery. It is expected that oil contained in equipment as received from the manufacturer when properly sampled from such equipment usually exhibits characteristics slightly different from those obtained from new oil, which has not been in contact with apparatus constructional materials. In such cases, the oil, as drawn from the transformer, should be evaluated per IEEE C57.106 latest revision for acceptance and maintenance of insulating oil in equipment. IN-PLANT QUALITY CONTROL In addition to extensive testing by an independent testing laboratory to determine approved sources of supply, Waukesha performs acceptance tests on each shipment of oil received. Waukesha receives oil at its plants in dedicated tank cars and trucks. Upon arrival, acceptance testing is performed before the oil is unloaded into a Waukesha storage tank. Prior to filling a transformer, oil is degasified and dehumidified, passed through Fullers Earth and re-filtered at various points in the process. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC01-0122E DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc, 1 Transformer Paint Systems Waukesha provides as standard a coating system that exceeds the requirements of IEEE C57.12.29, “Enclosure Integrity— Above-Ground Pad-Mounted Enclosures” specification (the specification for pad-mounted equipment). The coating system consists of an epoxy primer with a polyurethane topcoat. This process has been both lab tested and field evaluated. Coating system processes used for the transformer are as follows: SUBSTRATE Hot rolled low alloy steel. SURFACE PREPARATION The performance of a coating system is highly dependent upon the condition of the surface to which the coating is applied. All sharp edges, scale, weld spatter and surface irregularities shall be removed by shot blasting, hand grinding, sanding or other appropriate manufacturing procedures. Shot blasted per SSPC-SP6 (Commercial Blast Cleaning) then detergent washed with an iron phosphate conversion coating and a non-chrome seal. -or- Blast to SSPC-SP10 (near white) condition and apply paint within 24 hours. COATING PROCEDURE Interior of tank and tank cover are coated using a white, two-part, oil-resistant epoxy enamel. The exterior surfaces are first painted using a two-part epoxy primer then top coated using a two-part urethane enamel. All coating materials are applied using plural component equipment that automatically measures and mixes the paint systems to eliminate operator error. The coatings are then force cured to produce a uniform cured coating. COATING RESULT Interior coating compatible with transformer oil per ASTM 3455; 3 mil exterior coating capable of meeting IEEE C57.12.29. The two-component coatings used for painted surfaces have a high crosslink density and an exceptional barrier property characteristic. Two-component systems develop full corrosion resistance at a 2 mil total film thickness (primer and topcoat); in fact, the mechanical properties of any organic coating will deteriorate as the thickness approaches 5 mils. For these reasons, the Waukesha paint system exhibits optimal performance at a nominal 3 mil thickness (range 3–5 mils). NOTE: Radiators are purchased from an outside supplier and are hot dip galvanized or painted to meet the customer’s specification. See next page for paint system test results. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc, 2 EXTERIOR PAINT SYSTEM PERFORMANCE TEST ASTM TEST METHOD RESULTS Adhesion D-3359-B No Removal Salt Spray B-117 1500 Hrs, 1/32” Loss of Adhesion Humidity D2247 1000 Hrs @ 40°C; No Blisters Impact D-2794 160 in/lbs., No Chipping U-V Resistance G-53 500 Hrs, Less than 15% Gloss Change Taber Abrasion D-4060 More than 3,000 Cycles @ 3 Mils Oil Resistance 72 Hrs @ 100°C No Effect Thermal Aging 1,000 Hrs @ 120°C No Effect Pencil Hardness D-3363 2-H After 2 Weeks VOCs D-2369 3.5 #/gal. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC02-0122E DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Transformer Tank Design and Construction Tank integrity is essential for reliability and long transformer life. To help ensure a perfect fit to the application, Waukesha designs all transformer tanks to high internal standards while taking customer specifications into account. All Waukesha® transformer tanks feature the following: • Hot-rolled, low carbon steel plates plasma cut to critical tolerances then joined via submerged arc welding to ensure against cracked seams and irregularities • Formed tank corners which eliminates high stress corner welds • Jack pads and lifting hooks for lifting, jacking or pulling, meeting the criteria of C57.12.10 • Guides used to solidly "fit" and brace the completed core and coil assembly inside the tank to prevent shifting during shipment • Slightly domed covers to help prevent water accumulation • Raised flanges with machined gasket grooves in cover openings • Conveniently located hand holes and/or manholes for easy access to the lower end of bushings, terminal boards and upper portion of core and coil assembly Additionally, Waukesha’s standard coating system exceeds the requirements of ANSI/IEEE C57.12.28, the specification for pad-mounted equipment. TANK DESIGN STYLES Waukesha uses several tank design styles to optimize the use of tank steel, transformer oil and lead time. All are designed to withstand full vacuum and pressures 25% greater than achieved during normal operation. The tank design shown on the preliminary bid outline is an initial estimate and subject to change based on the optimum design criteria. The best tank design is chosen based on unit specifications, including overall dimensions, equipment location, cooling requirements and shipping profile. Octagonal Tank Design Octagonal end walls are used when possible to optimize total oil volume and installed transformer weight, resulting in lower overall footprint. Rectangular Tank Design Horizontal stiffener designs can be used where full length walls are necessary for mounting various accessories. This configuration can also be used for air expansion on N2 and sealed tank designs to reduce tank height for improved shipping clearances. Vertical Stiffener Design Vertical stiffeners are used on larger units when necessary to reduce shipping profile width by using multiple vertical stiffeners. This design is also used on some longer units to produce an optimum tank design with minimal tank wall deflection. Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com Finite Element Analysis DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Short Circuit Testing DESIGN All Waukesha® transformers are designed with state-of-the-art tools and manufactured in our factories per strict quality assurance plans to ensure survival through even the worst-case faults. To start, worst-case fault currents are determined assuming infinite bus supply (zero system impedance) for single line to ground as well as three phase faults at the transformer terminals. Using this fault current, all designs are analyzed with detailed stress calculations for worst case combinations of tap positions (LTC and DETC) for all known failure modes. These stresses are then compared to known strengths for each of the failure modes and must have acceptable design margins as set by Waukesha. MANUFACTURING All windings are manufactured with rectangular, electrolytic-grade copper conductor or epoxy-bonded, continuously transposed cable (CTC). Radial spacers are locked to strips fastened to the winding cylinders. These radial spacers and other support blocks in the pressure column are manufactured from high density, pre-compressed pressboard or laminated wood. Other specialized components— angle/cap rings, coil collars and static ring insulation—are manufactured from molded grade, soft pressboard as required. After the windings are completed, they are thoroughly dried using hot air. After removal from the dryout chamber, coils are hydraulically pressed successively using a predetermined force then pressed again using the clamping force they will experience when fully assembled. When required, radial spacers are adjusted to achieve the required design height, maintaining the design’s “electrical center” of the windings for ampere-turn balance, stray flux and axial force mitigation. The coils are clamped in place by first applying a precise, hydraulic force which compresses the windings to the design height as verified in the coil sizing operation (as described in the paragraph above). In this condition, the coils are fastened in place to maintain a compressive force as specified by Waukesha engineering. Verifying exact clamping pressure and winding height in this manner helps guarantee a finished product that conforms to what was designed in engineering. The entire clamping technique and underlying scientific principles on which it is based are major contributors to the outstanding Waukesha service record. See next page for a list of transformers tested for short-circuit at high power laboratories. Fully Distributed Regulating Voltage Winding DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 2 WAUKESHA SHORT CIRCUIT TEST LIST: MVA RATING HV RATING LV RATING 0.833 67 kV Delta 12.47 kV Wye 5 / 6.25 24.4 kV Delta 4.16 kV Wye 5 / 6.25 26.4 kV Delta 4.16 kV Wye 5 / 6.25 59.58 kV Wye 10.66 kV Wye 5 / 6.25 67 kV Delta 12.47 kV Wye 7.5 / 9.375 69 kV Delta 12.47 kV Wye 7.5 / 9.375 138 x 69 kV Delta 26.4 X 13.2 kV Wye 12 / 16 / 20 66 kV Delta 14.4 kV Wye 15 / 20 67 kV Delta 12.47 kV Wye 15 / 20 / 25 69 kV Delta 12.47 kV Wye 1.0 12.47 kV Delta 4.8 kV Wye 3.75 23 kV Delta 4.8 kV Wye 5.0 34.4 kV Delta 12.47 kV Delta 5.0 69 kV Delta 12.47 kV Delta 7.5 23 kV Delta 12.47 kV Wye 7.5 115 kV Delta 13.2 kV Wye 10.0 43.8 kV Delta 24.9 X 12.47 kV Wye 5 / 6.2 34.5 kV Delta 12.47 kV Wye 15 / 20 67 kV Delta 12.5 kV Wye 15 / 20 67 kV Delta 12.5 kV Wye 15 / 20 / 25 120 kV Delta 13.2 kV Wye 15 / 20 / 25 120 kV Delta 13.2 kV Wye 18 39.5 kV Delta 4.8 kV Delta 30 230 kV Delta 55.2 kV Delta Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC07-0122C Helical Winding with CTC Continuous Disk Winding with Copper Magnet Wire DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Prolec-GE Waukesha, Inc. 400 South Prairie Avenue Waukesha, Wisconsin 53186-5969 USA T (262) 547-0121 (800) 835-2732 www.waukeshatransformers.com September 29th, 2022 Dear UZD® Customer, After more than 50 years of offering the Waukesha® UZD® load tap changer, the time has come to officially replace it with the Waukesha® UZDvac®. Effective immediately, all new quote requests and purchase orders for transformers outfitted with the UZD will be upgraded to the UZDvac. The UZDvac is a resistive bridging load tap changer based on the UZD design; however, it has been uniquely designed to utilize vacuum technology to eliminate arcing in oil under normal operating conditions. Development of the UZDvac began more than a decade ago, which included rigorous testing to meet or exceed IEEE C57.131 standards. Since 2016, Prolec GE Waukesha has shipped more than 270 units to pilot customers with excellent field reliability. Warranty and aftermarket support for the UZD will continue to be provided through the Waukesha® Components Group based in Dallas, Texas. Our Service teams will continue to provide field support and may also help with field retrofits to the UZDvac. Most parts are available online at https://shop.waukeshacomponents.com/. If you are unable to find what you need on our e-commerce site, please reach out to either a parts specialist in Dallas at 800-338-5526 or to your local sales representative. To schedule service of your UZD fleet, contact your local sales representative or call the service team directly at 800-758-4384. Prolec GE Waukesha continues to remain focused on improving industry standards and leading innovations to serve the evolving needs of its customers and the power delivery industry. We trust you will find the UZDvac to be a welcome addition to our product family and your transformer fleet as it provides superior performance and reliability for decades to come. Luke Schweng Director of Commercial Operations Prolec-GE Waukesha, Inc. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 UZDvac® Load Tap Changer Based upon the field-proven technology of the UZD® load tap changer – which has more than 7,500 units in operation, 50+ years of experience, and an estimated 550 million switching operations – the UZDvac® is our most advanced load tap changer yet. UZDvac® LTC employs vacuum interrupters for current interruption which eliminates arcing in oil on the mechanical contacts. All switching activities are designed to be confined to the interior of vacuum interrupters, eliminating contamination of liquid due to arcing. This reduces maintenance costs and helps to extend the life of the LTC vs. conventional arcing-in-oil units. A feature unique to the UZDvac® is its ability to revert back to arcing in oil in the unlikely event that a bottle fails to open. This allows the tap changer to safely continue operating until such time as a planned outage can be taken to perform repairs. This feature also eliminates the need for vacuum bottle monitoring, which is often the cause of nuisance alarms and associated problems found with other tap changer designs. Features and Benefits:  UZDvac® is a high speed, resistive bridging (transition) type load tap changer using vacuum interrupter technology.  All arcing takes place inside the vacuum interrupters (a unique feature for vacuum LTC’s), eliminating the need for bypass switches (arcing) or bypass piping to the transformer tank.  No oil filtration system needed.  The use of transition resistor for bridging eliminates the need for a preventive auto.  In the unlikely event that a bottle fails to open, UZDvac® can successfully revert to “arcing in oil” if a vacuum interrupter fails to open, capable of carrying 750A for up to 12,000 operations. This continuation of operation feature allows for planned service.  Designed for long life; tested to 1,000,000 operations both mechanically and electrically.  Spring driven mechanism insures LTC is not left off position if control power is lost during a tap operation.  Modular segmented design allows for quick field repairs and interchangeability. Ratings: Application Range 750 A at 750 V, 200 kV BIL, 34.5 kV Maximum Step voltage at rated through current of 225A 1350 V Short circuit withstand capability (peak/rms) for 2 seconds 30 kA / 12 kA Maximum service voltage across regulating windings 12 kV at 750 amps / 21.5 kV at 225 amps Maximum number of service tap positions 33 → 16R to N to 16L (16 + 1 + 16) DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 1 Prolec-GE Waukesha, Inc. - Terms and Conditions of Sale For the Purchase of Transformers, Stand-Alone Services and Components 1. DEFINITIONS. For the purposes of these terms and conditions, “COMPONENTS” means the parts or other small equipment manufactured or supplied by SELLER separate from those included in a new TRANSFORMER purchase; “STAND-ALONE SERVICES” means service work that is separate and independent from installation services provided after the delivery of a new TRANSFORMER; and “TRANSFORMER” means a transformer manufactured by SELLER, together with all parts and related installation services, if any, included in the purchase. 2. ACCEPTANCE, CHANGES, ASSIGNMENT, GOVERNING LAW. No orders shall be binding until accepted in writing by SELLER. No modified or other terms and conditions will be recognized by SELLER unless specifically agreed to in writing, and failure of SELLER to object to provisions contained in any purchase order or other communication from BUYER shall not be construed as a waiver of these conditions nor an acceptance of any such provisions. Any changes requested by BUYER are not effective unless accepted in writing by an authorized representative of SELLER at SELLER corporate offices or factories. Neither party may assign a Purchase Order without the written consent of the other party, which shall not be unreasonably withheld. The validity, performance, and interpretation of these terms shall be governed by the law of the State of Wisconsin. 3. PRICE AND PAYMENT TERMS. Prices, and payment milestones shall be as stated in SELLER’s quotation and payments are due net thirty (30) days from receipt of SELLER’s invoice. SELLER shall charge 1.5% per month of the unpaid invoice amount beginning thirty-one (31) days after date of invoice, but the amount shall not exceed any rate prohibited by applicable law. BUYER shall provide SELLER with any BUYER-specific invoice requests at the time the order is placed. 4. TAXES. Price does not include sales, use, excise or other taxes, for which BUYER assumes liability wherever applicable to the order, unless otherwise agreed in writing. BUYER shall provide a valid tax exemption certificate(s) or direct pay permit(s) at the time the order is placed. 5. DELIVERY, INSTALLATION, SITE CONDITIONS. Except as otherwise stated in SELLER’s quotation or agreed upon by the parties in writing, prices for freight shall be F.O.B. jobsite or nearest railsiding, freight prepaid and allowed. BUYER shall be responsible for providing a readily accessible delivery location without obstructions at or to the jobsite. Title and risk of loss shall transfer to BUYER when work is delivered to the shipping destination. BUYER shall advise SELLER and carrier of any observable damage or irregularity pursuant to SELLER’s Receiving Instructions. Defects and non-conformances reported after delivery shall be corrected in accordance with SELLER’s applicable warranty. Any detention charges by the carrier are BUYER’s responsibility. All TRANSFORMERS shall be installed by and at the expense of BUYER unless otherwise agreed in writing. Assistance in initial operation of certain work and instruction of operators may be given as normally required. Additional assistance or services requested by BUYER shall be chargeable at standard rates plus living and travel expenses, unless otherwise agreed in writing. Prices are subject to adjustment to the extent that there are changes to the delivery location, the delivery location’s transportation route, or the site conditions (individually or collectively, “Conditions”) that would complicate the movement of the Transformer(s), installation of the Transformer, or Stand-Alone Services. Such Conditions include, but are not limited to: lack of existing roads; impassable conditions; extreme grade or any other condition that would prevent SELLER from delivering to the specified site with a single crane lift; if clearance is not available due to highway construction; changes in state regulations; changes in bridge limitations; needed repairs to, but not limited to, roadway, delivery site access, or railways (BUYER or non-BUYER owned); obstructions such as existing fencing, or removal or reinstallation of any overhead or adjacent structures; insufficiently compacted soil (necessitating matting); oil containment pits or dikes around pad; debris or other condition beyond SELLER's control or unknown at the time of bid. Any additional costs associated with such Conditions will be charged to the BUYER. 6. WARRANTIES A) Transformers SELLER’S Five Year Power Transformer Warranty, shall apply if the following conditions are met: 1) a SELLER representative is present at the time the TRANSFORMER is installed and dressed out; and 2) both the primary and secondary must be protected from surges with arresters mounted on the TRANSFORMER tank. In the event both conditions are not met, SELLER’S One Year Power Transformer Warranty shall apply in lieu of all other warranties, express or implied. Alternative warranty provisions shall only apply if mutually agreed upon in writing by both parties. B) Components and Stand-Alone Services Except for Transformers and Transformer related installation services, all COMPONENTS and STAND-ALONE SERVICES furnished by Seller shall be warranted for a period of one (1) year from the date of performance of stand-alone Services or delivery of Components under the PURCHASE ORDER accepted by SELLER, SELLER warrants, to the original BUYER, the services performed by or on behalf of SELLER to be free from defects in workmanship and the goods manufactured by SELLER to be free from defects in title, material, and workmanship. If within such period it shall be proven to SELLER’s reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at SELLER’s option, such goods repaired or replaced or substitute goods obtained. BUYER shall bear the costs of any removal, decontamination, and reinstallation of the goods and adjacent structures, equipment, and other obstructions not directly included in the warrantable goods. SELLER’s obligation is conditioned upon SELLER’s receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at SELLER’s option, return of such goods to SELLER’s factory, with all freight and insurance to and from the repair facility to be at BUYER’s expense. With respect to goods not manufactured by SELLER, SELLER makes no warranty other than good title and agrees to transfer to BUYER the original manufacturer’s warranty, which shall provide the exclusive remedy for any defect. The foregoing warranties state SELLER’s entire warranty and BUYER’s sole and exclusive remedy related to the STAND-ALONE SERVICES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by BUYER or a third party; (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by BUYER. BUYER shall defend and indemnify SELLER for any loss or damage of SELLER arising out of clauses (i) through (iv) above and any breach by BUYER of its covenants and obligations under these Terms. July 11, 2023 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 2 7. SUBSTITUTES, IMPROVEMENTS, EXCLUSIONS. Factors beyond SELLER’s control and the need for continuing improvement of its goods may require changes in its goods from time to time. SELLER reserves the right to make reasonable changes of goods of any kind without notice, and to deliver revised designs or models of goods against any order, unless the right is specifically waived in writing. SELLER shall have no responsibility whatever with respect to changes made by the manufacturer of goods sold but not manufactured by SELLER. BUYER’s requested order changes are subject to SELLER’s prior written approval and to adjustments in price, scheduling and other affected terms and conditions, which shall be documented in a writing signed by both parties before such change order shall be implemented by SELLER. SELLER may furnish suitable substitutes for materials unobtainable due to regulations of governmental authorities or unavailability of materials from suppliers. In no event shall SELLER have any obligation (a) to identify or correct any defective wiring or equipment, to identify or correct any code violations, or to remove from BUYER’s premises any defective equipment unless expressly stated in the applicable work; or (b) to identify, correct, abate, clean up, control, or remove from BUYER’s premises any toxic or hazardous material. 8. CANCELLATION AND DELAY, STORAGE. Any delay, suspension or cancellation of a TRANSFORMER by BUYER shall be subject to SELLER’s Cancellation and Delay Policy, included in SELLER’s Quotation. Storage of a TRANSFORMER at SELLER’s site shall be subject to availability and any related costs shall be at the BUYER’s expense. In the event of such suspension, delay or termination of STAND-ALONE SERVICES, BUYER shall pay to the SELLER all compensation earned up to the point of such suspension, delay or termination and for all related expenses, including, as applicable, for demobilization and remobilization. 9. RETURNS. COMPONENTS may not be returned for credit until and unless SELLER has given consent in writing to accept them. COMPONENTS not normally stocked by SELLER will not be accepted for credit allowance except at SELLER’s option. COMPONENTS returned without SELLER’s approval will be credited at SELLER’s sole discretion. A minimum 15% restocking charge, plus freight charge, will be imposed on the return of stock items when such returns are approved by SELLER. 10. HEALTH AND SAFETY. Supplier shall perform the work in a good, safe, and workmanlike manner; in accordance with generally accepted industry standards and in accordance with all applicable federal, state and local statues, ordinances, rules and regulations as may be amended from time to time. SELLER shall not enter any facility or worksite without appropriate authorization, knowledge and skill on how to do so safely. While providing the work, SELLER shall utilize all necessary and prudent devises, safeguards, instructions, procedures, and practices to protect the safety and health of all persons who may be in the vicinity of the work. 11. PATENTS AND COPYRIGHTS. If BUYER receives a claim that any work supplied or manufactured by SELLER infringes a U.S. Patent or Copyright, BUYER shall promptly notify SELLER in writing and give SELLER information, assistance and exclusive authority to evaluate, defend, and settle such claim. SELLER shall then at its own expense and option (a) settle such claim; (b) procure for BUYER the right to use such Product; (c) replace or modify it to avoid infringement; (d) remove it and refund the purchase price less accrued depreciation; or (e) defend against such claim. Provided such timely notice, information, assistance and authority have been given by BUYER to SELLER, should any court of competent jurisdiction hold such Product to constitute infringement, SELLER shall pay any costs and damages finally awarded on account of such infringement and, if the use of such Product is enjoined, SELLER shall take at its option one or more of the actions under (b), (c) or (d) above. With respect to any product not manufactured by SELLER, the patent indemnity, if any, given by the manufacturer thereof shall apply in place of the foregoing indemnity. The foregoing indemnity shall not apply to (i) any claim that arises out of SELLER’s compliance with the specification, design or instructions of BUYER or (ii) any claim of infringement resulting from BUYER’s use of Product in combination with other equipment and materials not furnished by SELLER. The rights and obligations of the parties with respect to Patents and Copyrights are solely and exclusively as stated herein. 12. INSURANCE. BUYER may request that a Certificate of Insurance be on file prior to commencement of work, and such coverage must remain in effect for the duration of SELLER’s obligations. SELLER shall provide thirty (30) days' written notice to BUYER prior to cancellation or non-renewal of any of the insurance policies required herein. Failure of BUYER to enforce the insurance requirements listed below will not relieve SELLER of responsibility for maintaining the following coverages: Worker’s Compensation Insurance, including occupational illness or disease coverage, or other similar social insurance in accordance with the laws of the state, territory or province exercising jurisdiction over Seller and Employer’s Liability Insurance with a limit of $1,000,000 per accident. Comprehensive General Liability applicable to all work performed pursuant to this Agreement including Contractual Liability, Sudden and Accidental Pollution, and Products and Completed Operations Liability coverage with a combined single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. Automobile Liability Insurance covering all owned, non- owned and hired automobiles used at the Project Site with a combined single limit of $1,000,000 per accident for bodily injury and property damage liability BUYER must be included as additional insured for the work on a primary and non-contributory basis, with respect to Commercial General Liability. All policies applicable to the work must contain a waiver of subrogation in favor of BUYER. Seller shall likewise require its subcontractors and suppliers, if any, to carry and maintain such insurance applicable to their scope of work and at no cost to BUYER. 13. FORCE MAJEURE. Neither party shall be liable for any loss or damage as a result of any delay in shipment, delivery or installation due to any cause beyond that party’s reasonable control, including without limitation, flood, hurricane, or other act of God, act of the other party, embargo or other governmental act or authority regulation or request, fire, theft, accident, strike, slowdown, labor dispute, war, riot, delay in transportation, inability to obtain necessary labor, materials or manufacturing facilities, whether at a party’s operations or at the operations of a supplier or subcontractor to such party. In the event of any such delay, the date of performance shall be extended for a period equal to the time lost by reason of delay, plus a reasonable time for resuming performance. If shipping or progress of work is delayed or interrupted for any cause for which BUYER is directly, or indirectly responsible and additional costs (including storage costs) are incurred by SELLER due to such delays, BUYER shall reimburse SELLER for such added costs. 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) business 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. 14. INDEMNIFICATION. SELLER shall and does hereby agree to indemnify, save harmless and defend the BUYER from the payment of any sum or sums of money to any person whomsoever on account of claims or suits growing out of injuries to third parties, including death or damage to property arising directly out of the performance of this contract where such damage or injury is attributable to the sole negligence of SELLER, its employees, agents or subcontractors; and in the event that such damage or injury is caused by the joint or concurrent negligence of BUYER, the loss shall be borne by BUYER and the SELLER proportionately to their degree of negligence. 15. LIMITATION OF LIABILITY. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, UNDER ANY THEORY OF RELIEF, INCLUDING WITHOUT LIMITATION, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THAT PARTY’S ACTS OR OMISSIONS. UNDER NO CIRCUMSTANCES SHALL A PARTY’S LIABILITY TO THE OTHER PARTY EXCEED 1.5 TIMES THE CONTRACT PRICE FOR THE SPECIFIC GOODS AND SERVICES UPON WHICH THE CLAIM IS BASED.. ANY ACTION FOR BREACH OF CONTRACT OR OTHERWISE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 © 2022 Prolec-GE Waukesha, Inc. 3 Goldsboro, NC 800.758.4384 | Waukesha, WI 800.835.2732 | www.waukeshatransformers.com TC06C-0122B DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 EXHIBIT B SPECIAL TERMS AND CONDITIONS 1. The Quantities The quantities indicated on Exhibit A are estimates based upon the best available information. Upon written request, and subject to Contractor’s express written approval, which may be subject to plant availability, the City reserves the right to increase or decrease the quantities to meet its actual needs with adjustments in the bid price to be evaluated by Contractor on a case-by-case basis. Individual purchase orders will be issued on an as needed basis which are subject to Contractor’s express written approval, which may be subject to plant availability. 2. Product Changes During Contract Term The Contractor shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the contractor’s expense. Products that have been installed will be replaced at the contractor’s expense. 3. Authorized Distributor The Contractor shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. 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 5. Total Contract Amount Unless agreed to, in writing, between the Parties, the contract total shall not exceed $2,260,412.00. Pricing shall be per Exhibit A attached. 6. No Excess Obligations In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty, further duty, or obligation. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 EXHIBIT C CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS SECTION A. CONTRACTOR shall procure, pay for and maintain the following insurance written by companies approved by the State of Texas and acceptable to CITY. The insurance shall be evidenced by delivery to the CITY, at the address shown in SECTION C (a), certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. The CITY shall be named as an additional insured by endorsement to the policy and thus will be entitled to notice of cancellation of the policy in accordance with Section 1811 of the Texas Insurance Code. Upon request, the CITY shall be entitled to receive without expense, copies of the policies and all endorsements. SECTION B. Upon written request, the CITY reserves the right to review the insurance requirements of this section during the effective period of the services or work performed by CONTRACTOR and to, request, in writing, the CONTRACTOR modify insurance coverages and their limits when deemed necessary and prudent by City's Risk Management based upon changes in statutory law, court decisions or other relevant factors. The CONTRACTOR, shall make commercially reasonable efforts to acquire and ensure execution of requests for deletions, revisions or modifications of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either CITY or CONTRACTOR). SECTION C. REQUIRED PROVISIONS The CONTRACTOR agrees, with respect to the required insurance as documented below, all certificate(s) of insurance will contain and state, in writing, the following required provisions: a) The certificate of insurance or policy and endorsements shall be evidenced by delivery to: Procurement and Purchasing, 901B Texas Street, Denton, Texas 76209 and b) All certificates of insurance shall identify the service or product being provided, by including the bid number and contract or solicitation name. c) All certificates of insurance shall name the City of Denton as the Certificate Holder. SECTION D. INSURANCE COVERAGE REQUIRED Subject to CONTRACTOR’S right to maintain reasonable deductibles, CONTRACTOR shall obtain and maintain in full force and effect for the duration of its engagement with the CITY and any extension hereof, at CONTRACTOR’S sole expense, insurance coverage in the following type(s) and amounts: 1. WORKERS’ COMPENSATION and EMPLOYERS’ LIABILITY If CONTRACTOR’S employees will be performing services under the contract at a CITY owned facility, then, Workers’ Compensation within the regulations of the Texas Workers’ Compensation Act. The minimum policy limits for Employers Liability are: Bodily Injury by Accident: $500,000.00 Each Accident DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 Bodily Injury by Disease: $500,000.00 Each Employee Bodily Injury by Disease: $500,000.00 Policy Limit The policy shall include: a) An endorsement to waive subrogation in favor of the City of Denton, its officers, employees and elected representatives, for bodily injury (including death) or any other loss. b) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. NOTES: i. If CONTRACTOR will not be providing services under the contract at a City facility, has no employees and/or is operating as a sole owner and single operator, CONTRACTOR shall provide a signed letter, with the current date, on official letterhead stating such to meet the requirement. ii. If CONTRACTOR is a non-subscriber or is self-insured, CONTRACTOR shall provide a copy of its Certificate of Authority to Self-Insure from the Texas Department of Insurance, Division of Workers’ Compensation Self Insurance Regulation Program, evidence of alternative coverage and internal safety and injury coverage policies and procedures. 2. BUSINESS AUTOMOBILE LIABILITY INSURANCE If vehicles will be used in the performance of services under the contract, then, Business Automobile Liability Insurance covering owned, hired, and non-owned vehicles, with a minimum combined single limit for bodily injury (including death) and property damage limit of $1,000,000.00 per occurrence. The policy shall include a) An endorsement naming the City of Denton and its officers, employees and elected representatives as additional insureds. b) An endorsement to waive of subrogation in favor of the City of Denton, its officers and employees, for bodily injury (including death), property damage or any other loss. c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. d) Provide that CONTRACTOR’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. NOTE: i. If CONTRACTOR has no owned, hired and non-owned autos or vehicles and/or no autos or vehicles will not be used in the performance of services under the contract, CONTRACTOR shall provide a letter on official letterhead stating such to meet the requirement for owned autos. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 3. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence, $2,000,000.00 general aggregate. The policy shall include: a) An endorsement naming the City of Denton and its officers, employees and elected representatives as additional insureds. b) An endorsement to waive subrogation in favor of the City of Denton, its officers and employees, for bodily injury (including death), property damage or any other loss. c) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. d) Provide that CONTRACTOR’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. e) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy. 4. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. The policy shall include: a) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premium. b) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. c) If this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 SECTION E. SELF-INSURED RETENTION (SIR) Contractor may satisfy all or part of the insurance requirements under the Contract by means of self-insurance so long as: (a) the SIR is permitted under all laws applicable to Contractor at the time Contractor submits its bid or proposal; (b) Contractor maintains a net worth (as shown by its financial statements audited in accordance with generally accepted accounting principles) of not less than One Hundred Million Dollars ($100,000,000.00); (c) if the Contractor is using their balance sheet to back the SIR, the SIR cannot exceed 10% of their net worth; (d) Contractor, not less than annually, provides the City an audited financial statement, prepared by an independent certified public accountant in accordance with generally accepted accounting principles consistently applied, showing the net worth requirements outlined herein; and (e) the SIR provides for loss reserves that are actuarially derived in accordance with accepted standards of the insurance industry and accrued (i.e., charged against earnings) or otherwise funded. Any self-insured exposure shall be deemed to be an insured risk under the Contract. The beneficiaries of such insurance shall be afforded no less insurance protection than if such self- insured portion was fully insured by an insurance company of the quality and caliber required hereunder (including, without limitation, the protection of a legal defense, by attorneys reasonably acceptable to beneficiaries, and the payment of claims within the same time period that a third party insurance carrier of the quality and caliber otherwise required hereunder would have paid such claims). The waiver of subrogation provided for hereunder shall be applicable to any self-insured exposure. All SIRs must be acceptable to and approved in writing by the City prior to implementation and the insurance required under the Contract must be maintained in excess of such SIRs. Any and all deductibles and/or SIRs for the insurance policies described in this Exhibit shall be assumed by and for the account of Contractor or any Contractor’s subcontractors, as applicable, at its sole risk and expense. SECTION F. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 SECTION G. CONTRACTOR LIABILITY Approval, disapproval or failure to act by the CITY regarding any insurance supplied by CONTRACTOR or its subcontractors shall not relieve CONTRACTOR of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency nor denial of liability by the insurance company exonerate CONTRACTOR from liability. SECTION H. INDEMNITY CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS DIRECTLY WORKING WITH THE DELIVERABLESAND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR’S BREACH OF ANY OF THE TERMS OR PROVISIONS OF ITS ENGAGEMENT WITH THE CITY, OR BY ANY NEGLIGENT OR STRICTLY LIABLE ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS DIRECTLY WORKING WITH THE DELIVERABLES EMPLOYEES, OR SUBCONTRACTORS, IN CONTRACTOR’S PERFORMANCE UNDER ITS ENGAGEMENT WITH THE CITY; EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR FAULT OF CONTRACTOR AND THE CITY, RESPONSIBILITY AND INDEMNITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 EXHIBIT D RFP 8155 SUBSTATION POWER TRANSFORMERS (on file at the office of the Purchasing Agent); DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Contract 8155 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. DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 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 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488EXHIBIT F- FORM CIQ PROLEC-GE WAUKESHA, INC X X X 10/6/2023 X 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: C6363087-2067-4E02-9DF3-551D2D78E488 Certificate Of Completion Envelope Id: C636308720674E029DF3551D2D78E488 Status: Completed Subject: Please DocuSign: City Council Contract 8155 Substation Power Tranformers Source Envelope: Document Pages: 51 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: 198.49.140.10 Record Tracking Status: Original 10/4/2023 11:55:05 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 10/4/2023 11:59:06 AM Viewed: 10/4/2023 11:59:15 AM Signed: 10/4/2023 11:59:56 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: 10/4/2023 12:00:01 PM Viewed: 10/5/2023 1:46:40 PM Signed: 10/5/2023 1:47:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/5/2023 1:47:42 PM Viewed: 10/5/2023 4:59:16 PM Signed: 10/5/2023 5:03:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerome Kastenholz jerome.kastenholz@prolec.energy Application Engineer Supervisor Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 207.200.217.170 Sent: 10/5/2023 5:03:33 PM Viewed: 10/6/2023 11:29:12 AM Signed: 10/6/2023 11:56:08 AM Electronic Record and Signature Disclosure: Accepted: 10/6/2023 11:29:12 AM ID: d0bfc32d-cb8e-459b-a4c2-bf66b70ce61d Signer Events Signature Timestamp Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.195.138.170 Signed using mobile Sent: 10/6/2023 11:56:14 AM Viewed: 10/6/2023 7:14:13 PM Signed: 10/6/2023 7:14:47 PM Electronic Record and Signature Disclosure: Accepted: 10/6/2023 7:14:13 PM ID: 7193a11d-804d-4560-96a2-4a37b9a48660 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: 10/6/2023 7:14:52 PM Viewed: 10/25/2023 8:23:24 AM Signed: 10/25/2023 8:23:38 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: 198.49.140.10 Sent: 10/25/2023 8:23:43 AM Viewed: 10/25/2023 8:25:16 AM Signed: 10/25/2023 8:25:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/25/2023 8:25:29 AM Viewed: 10/25/2023 10:57:13 AM Signed: 10/25/2023 10:58:02 AM Electronic Record and Signature Disclosure: Accepted: 10/25/2023 10:57:13 AM ID: 1f17507b-8ab9-47a9-a888-0735d1343a5d 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: 10/4/2023 12:00:01 PM 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: 10/6/2023 7:14:52 PM Viewed: 10/9/2023 9:29:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 10/25/2023 10:58:07 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: 10/25/2023 10:58:08 AM Electronic Record and Signature Disclosure: Accepted: 10/17/2023 5:21:06 PM ID: 767c11ca-dbd2-42fa-b4c7-c114a39ebd92 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/4/2023 11:59:06 AM Certified Delivered Security Checked 10/25/2023 10:57:13 AM Signing Complete Security Checked 10/25/2023 10:58:02 AM Completed Security Checked 10/25/2023 10:58:08 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: Jerome Kastenholz, Antonio Puente, Jesus Salazar, 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 • I can print on paper the disclosure or save or send the disclosure to a place where I can 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.