Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
23-2004
ORDINANCE NO. 23-2004 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PROLEC-GE WAUKESHA, INC., FOR THE PURCHASE OF ONE (1) SUBSTATION POWER TRANSFORMER FOR DENTON MUNICIPAL ELECTRIC, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8155 – AWARDED TO PROLEC-GE WAUKESHA, INC., IN THE NOT-TO-EXCEED AMOUNT OF $2,260,412.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the purchase of one (1) Substation Power Transformer for Denton Municipal Electric; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 8155 Prolec-GE Waukesha, Inc. $2,260,4 12.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to aPProve this seconded by following vote B - E : ordinance was made by Brea...,, BecK and ' This ordinance was passed and approved by the Aye ,/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 :/ -ZJoe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: / _IL PASSED AND APPROVED this the 2,A th day of Oct 4bc/, 2023. tWh ATTEST JESUS SALAZAR, CITY SECRETARY is}A APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY \ Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=GeneralFa cn=Marcella Lunn, email=Marcella.Lunn@cityofdenton.corn Date: 2023.10.09 1 7: M:39 -05'00' IbM\\\$\\Ibf\ DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 Docusign City Council Transmittal Coversheet 8155 File Name Substat Power Transformersjon Purchasing Contact ChrIsta ChrIstIan CIty C,,„,IIT„g,tD,t, O C"QBE- 24’ 2023 Piggy Back Option Contract Expiration Ordinance RFP NO N/A 23-2004 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PROLEC-GE WAUKESHA, ngc. (Contract # 8155) THIS CObTRACT is made and entered into this date 10/24/2023 , by and between PROLEC-GE WAUKESHA, INC., a Wisconsin Corporation whose address is W South Prahie 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) (b) (C) (d) (e) (f) Contractor’s Quote, Waukesha Terms and Conditions of Sale. (Exhibit " A"); Special Terms and Conditions (Exhibit “B”); City of Denton’s Standard Purchase Terms and Conditions (Exhibit “C” ); RFP 8155 (Exhibit “D” on file at the office of the Purchasing Agent); Certificate of Interested Parties Electronic Filing (Exhibit “E”); 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 certipes that Contractor’s signature provides written vert$cation 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 at 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 Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 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 certiBes that Contractor’s signature provides written veri$cation to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearrn trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “fIrearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written yeH$cation 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 certifres that Contractor’s signature provides written veriBcation 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 fhture, (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. Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. DocuSigned by: 1ONTRACTOR t -- _4#£,#BY: L _________:_ ._. ~ AUTHORIZED siGN-AtuRE CITY BY: OFPWJiHS TEXAS SMA }/%#£9 sikmFw3vmmFN–A–MR Printed Name:Jerome Kastenholz Title. Applicati OII Engineer Supervi sor ATTEST: JESUS SALAZAR, CITY SECRETARY 262-446-8435 DocuSigned by: IsIAs Sa£zb'1)arBYPHONE NUMBER jerome . kastenholz@pro1 ec . energy APPROVED AS TO LEGAL FORM: MACK REDqWAND, CITY ATTORNEYEMAIL ADDRESS 2023- l074682 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER 'DocuSigned by: AMrcLLLAbAhylBY THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms . Antonlo Puente PRINTED NAME DME Genera1 Manager TITLE E1 ect ric DEPARTMENT Contract 8155 DocuSign Envelope ID: C6363087-2067-}E02-9DF3-551D2D78E488 EXHIBIT A CONTRACTOR’S QUOTE, WAUKESIIA TERMS AND CONDITIONS OF SALE Contract 8155 DocuSign EnvelopeID: C6363087-20674E02-9DF3-551D2D78E488 w auKe/ha DENTON MUNICIPAL ELECTRIC Ba ole Waukesha Quotation 70012236 09/27/2023 C)Initial Relea£e B:a Valrdlty Refresh BId "/alrdlty ReFresh & Updated T&Cs Removed Contract, Form 1295. & COI frorn Enclosures CREATED BY tv:ichael Vioski Fb:lcha€1 Vlosk F'dl'ichael Vloskl 'FJ:ic'hae gl 'Viosk: DATE 0 1 / 1 8 ' 2'f>23 08. 21 /2023 09 J 26.“2'C;23 09 27/2023 2 _addR €O- e'' ujaul@/ha ft :,g ii an _==annHiS .+n•••HUnan=@ ++++L' n DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 UJauKe/ha Quotation # 70012236 09/27/2023 Prolec-GE Waukesha, Inc. Quotation 09/27/2023 DENTON MUNICIPAL ELECTRIC 1701-A SPENCER ROAD DENTON, TX 76205 Inquiry Quote Number Specification Document(s) RFP #8155 Substation Power Transformers 70012236 RFP #8155 a TEAM CONTACT INFORMATION Channel Partner Application Engineer Chuck Sears Michael Vloski Keasler Associates, Inc. Prolec-GE Waukesha, Inc TEL 972439-3565 TEL 2624464518 FAX 972439-3560 FAX 262-521-0198 chuck@keasler.com michael.vioski@prolec.energy Product Sales Specialist Perry Reeder GE Grid Solutions TEL 262-349-0392 perry.reeder@ge.com Proposal & Order Coordinator Donna Ktrschbaum Prolec-GE Waukesha, Inc TEL 262446-8470 FAX 262-521-0198 donna.kirschbaum@prolec.energy 'e 2022 Pro;ec-GE Waukesha. inc, All Rights Reserved DocuSign Envelope ID: C6363087.20674E02-9DF3-551D2D78E488 youRe/ha Quotation # 70012236 09/27/2023 Ej QUOTE SUMMARY Item Number 50 (previously 30 and 10) Price Per Unit $1 ,717,977 Quantity 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. © 2022 Prolec-GE Waukesha. Inc. An Rights Reserved DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 youRe/ha Quotation # 70012236 09/27/2023 ADDERSl'i • Warranty Validation / Field Service Supervision • Field Assembly, Vacuum Fill and Test • Heat Run (Base/Max MVA) Qualitrol QTMS Transformer Monitoring Device Qualitrol TM3 Onetine Gas Monitoring Device Qualitrol TM8 Oneline Gas Monitoring Device Stainless Steel Option for Control Box/Cabinet One (1) HV Bushing One (1) LV or LVN Bushing One (1) HV Arrester One (1) LV Arrester Gaskets • • e Included in Price Included in Price 9,940 per design $116,400 each $ 92,430 each $ 5,650 each $ 6,150 each $ 2,490 each $ 1,760 each $ 790 each $ 1,220 per set $ 1,100 per assembly $ 14,210 per unit $ $ 73,250 each• • • • • • •Fan Assembly Fiber Optic Probes (x6) + Redundant Probes and Installation 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 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. !1 Prolec GE Waukesha, Inc. will provide an updated transformer selling price at the time of shipment, based upon the change in 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 -FI-om) Waukesha Internal Pricing IndexCore Steel AMM Cut-to-length Plate Carbon Grade FOB mill US$/CWTPlate Stee Value m3 $209.00 $74.93 mc- $/cwt 42-gaI barrel ton $ m Aug – 23 Aug – 23 ma 8.0% 6.0% 2.0% 2.0% 22.0% $85.10Brent Crude Futures, Continuous Contract #1 (B1 ) (Front Month) $1 ,339.56PIX U.S. NBSK Index $25.97U.S. BLS NAICS Code 115 – Mfg Labor Cost Index Aug – 23 Aug – 23 Aug – 23 Final Index = Calculated as average of daily values for the month prior to shipment unless otherwise stated in quote/contract. Price Adjustment % = (CV# + CWI) + (CO# - CO%) + (PL# * PL%) + (OHI * 01%) + (IN# - IN%) + (WI - LA%); Price Adjustment $ = Price AdjustmenP/G * Transformer Sale Price Transformer Sale Price = Total Contract Value, less freight / rigging / field assembly services e CV# . Change in HG Comex from base to final © 2022 Proiec-GE V-*/au!<esha, Inc. All Rights Reserved.a DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 LuauKe/ha Quotation # 70012236 09/27/2023 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 OH - Change in Brent Crude Futures, Continuous Contract #1 (BI - 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/o . Copper as % of Transformer Sa/e Price CO% . Core Steel as % of Transformer Sale Price PL% . Plate Steel as % of Transformer Sa/e Price 01% . Oil as % of Transformer Sa/e Price IN% . InsulatIon as % of Transformer Sa/e Price U1% . Labor as % of Transformer Sa/e 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-%% 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. M 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). © 2022 P©tec-.GE WaLl!<asha. Inc. All Rights Reserved . DocuSign Envelope ID: C6363087-2067JtE02-9DF3-551D2D78E488 UJCluKe/ha Quotation # 70012236 09/27/2023 tIMINERAL 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. a 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<ustomer 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 SERVICEhe‘ 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 speciat 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 & CONDITIONSa 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 equitabIY adjust the O 2022 Probe-GE Waukesha, inc. AH Rights Reserved 6 DocuSign Envelope ID: C6363087-2067JIE02-9DF3-551D2D78E488 tuauKe/ha Quotation # 70012236 09/27/2023 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 M 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. FAqCOMMERCIAL 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 & COMMENTSa 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. © 2022 Pro Iec-GE Waukesha. Inc. All Rights Reserved.7 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 tuauKe/ha Quotation # 70012236 09/27/2023 6. Spec RFP #8155, Sect. VII.1.7 &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 Enctosures” 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<omponent coatIngs used for painted surfaces have a high crosslink density and an exceptional barrier property characteristic. Two{omponent systems develop full corrosion resistance at a 2 mil total film thickness (primer and topcoat); in fact, the mechanical properties of any organic coating wHI 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. Vll.M.la-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. Vll.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. hI TECHNICAL EXCEPTIONS Supply chain constraints may require Prolec GE Waukesha to procure equivalent components/materials from alternate sources not listed in your specification. Spec RFP #8155, Sect. Il – 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. 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). Spec RFP #8155, Sect. VII.H.6 - DCB: The current Waukesha DCB breather (DCB-A01 ) was selected in leu of DCB-A00. 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. 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. 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 1 2 3 4 5 6 7 © 2022 Prolec-GE Waukesha, Inc. All Rights Reserved.8 DocuSign Envelope ID: C6363087-2067-+E02-9DF3-551D2D78E488 youRe/ha Quotation # 70012236 09/27/2023 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 None These 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 (gas ppm 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 Iun. 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 progressiveheat run test. • • • • LOSS GUARANTEERd 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 CONTRACTb/l 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. mALIDlrr This bid will remain in effect through 1 1/3/2023 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. 4d/. gUL ---ZaK,\a Michael Vioski Application Engineer Jerome Kastenholz Application Engineer Supervisor 'e 2022 Pro Iec-GE Waukesha, Inc. All Rights Reserved.9 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 youRe/ha Quotation # 70012236 09/27/2023 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 ':D 2022 Pro:ec-GE Waukesha, Inc. Ali Rights Reserved .10 DocuSign Envelope ID: C6363087-2067'tE02-9DF3-551D2D78E488 MTIHmm 1 2 3 4 ) =[aianUf;;tLFmaiiW ho mla:RE–PvicPe o a Ifexcludes LTC costs, oil preservatIon system and aN \option costs) (includes shipping, field assembly, testing, and design review costs, $1 ,717,977 1($/transformer) 5 IPricing is Based on, Pricing w Escalation and De-escalation X 1 Firm Pricing I(Select one) 6 7 8 9 10 e lswitchabte between 13.2kV and 24.9kVRe=c=;ilmlamm loit filtration system[moFTropo;elmiF8Tm> F:=iTsMno proposem) ;GiF;;st8i ;I Mrature Probe N/A 1($/transformer) Included in Item 4 1($/transformer) -iiIctuce TFFclildac mrte-riFI m2 I($/transformer) I($/transformer) 1($/transformer) 11 Price for optional stainless steel contro1 and CT cabinetsl $5,650 (adder - does not include CT cabinets)1($/transformer) 12 BIg jcorrosion resistance or paint performance for wholeItransformerFmBmiF IMonitoring DeviceFe for optional mTaTeRiTaamiFim IDevice lace br opiimRTom76TeIFiamm;l7 a online Itransformer bushinq tests [Rice for other manufacturemsii Imonitoring systems (other than listed above'lm optional Tern7)8T;lmi;;Tiamm Hmfor oBMl Short Circuit Withstand Test [Rnn rm Pricin dTa=mmR las described in specificationmmI?IS valid fomy; Devic£ N/A - See Tech Note #6 I($/transformer) 13 14 15 16 17 18 19 20 21 $1 16,400 1($/transformer) $73,250 I($/transformer) $92,430 1($/transformer) N/A - See Tech Note #9 1($/transformer) Those Requested Included in Item 4 I($/transformer)v:mre 1 #5 1($/transformer) 1($/transformer) Yes mifiFs I(Confirmed - Yes/No) 22 ConfIrm pricing includes travel, lodging, and meals for owner to attend design reviews at Manufacturer facilities. 1(Confirmed - Yes/No) No I(Confirmed - Yes/No) 23 24 25 26 27 28 men;iMmm)m Hgt®teleIHM(e tBn IVTEFf usinc [2aper Index (See SectiomF1 tFsing [•]IHbx (See Section IV.E) if using Wteet Price(See Section IV.E) itfMin! M ppingl ion IV.G) if using HI m3 $75.00 1 mB $213.00 Included in Item 4 1$/cwt I$/cwt Ion 124al barrel 29 IMain Tank oil Preservation System Type: temWe Blanket X 1 Conservator I(Select one) 30 FFMB–gDIainl FmvaiaTa=; 31 m®ry Winding B=ng m)eragem Fi?ML iImr 145 kV no Bottom Connected ET50.oomk mo Bottom Connected ;2,490.00 32 IPrimary Winding Bushing Lead Type KA) Draw Lead 1(Select one) 33 mmi 3d]©ondaryMmr ml Bushinq Volt 35 iI MFnperaiim I($/bushing, including shipping) 36 jsecondary Winding Bushing Lead Type 1(A) Draw Lead X 37 e VL Ma=iT 38ll {lmr ushT;T@BaqeRTa; 39 @lwmmBEshing Ampera©-Fm 1(Select one) 25 kV I($/bushing, including shipping) 40 INeutral Winding Bushing Lead Type Bottom Connected KA) 1(Select one)Draw Lead X DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 41 42 43 INeutral Winding Bushinq Spare Cost 1@vide BushlngTmnal t;Rm/mM-F;ifAaiFii IPart NumberBZIim>Tilia;;weT\mmc:-i [core POC type $2,490.00 I($/bushing, including shipping) HDSF-14-.1 -D..1 /2-12-TP Yes I(Confirmed - Yes/No) 44 45 46 47 48 49 50 51 ( im-;ywndinq-IFF;;aBill; cSM lnmaryWinjq ATe=;--[iCO–a [mrfTaa;Fjg ig;GTgTanisi Wndary VWdiRPG=Br Voltagemc Mr Tha Rrrester DuN M M;ondary WmiIq ArremCCJV m1 138 kV mo m4 $1.760.00 25 kVmk 22 kV W7 I(L/L) I(kv) I($/bushing, including shipping) I(L/L) I(kv) I($/bushing, including shipping) 52 53 54 55 56 57 58 a eMT8i IB6MtmIFilter Change Interval 1 ced electrically -N7Filter keg JB7 m/ N/A I(Gallons/Minute) 1(Months) }in the transformer windings SEep where LTCTiGated to prod==losses Estimated LR:R)ZeilbTmiiT Projected LTC tap iT;iainTii;mms-Fi;a lcurrent Connected to the HV of the series transformer 16L m4 500,000 I(Step Number) I(Amps> 1(OperatIons) 59 60 61 62 63 64 65 66 FaT%maR\Tmminq -BRA mRating :CTMStaqe 1 and Stage 2 mnaRnq :M7{R mRating - ON7glisa IBc Rating - ONmqe 1 mGRe s N 55C' KZalculated HighesFe-;;;Mlperature a 25 MVA mM 50 MVA 28 MVA 37 MVA m6 No 120 C I(MVA> I(MVA) I(MVA) I(MVA) I(MVA) I(MVA> 1(%) 1(c) Estimated Noise Levels at no load, LTC in Greatest Noise Producing Position and 67 68 69 70 71 72 73 74 75 76 77 78 79 80 At Nominal Voltage with all Fans OfmommcIe withmmaqemlITF;iT;A Estimated Core-m1 Us =Tm=-2M=ories Weight Bs§mated oiIR-;i3-FT s mTVVejqR ms mFFink (mFa-cl IBstimtgHltTC Tai< a -otaMmo m(mt-ol; IEaPrma;aFi;mini;i [m/ide Ground Bar Size i;ms that wi IIm=TaI m5 m5 m5 ) 52,466 lbs 74,438 lbs 220,788 lbs 9,002 gal M2@dtI! a 8 10 kdB> I(dB> I(dB) 1(lbs) 1(lb;) 1(lb=) Kb;) I(gallons) 1(gallons) 1(gallons) 5 x 1/2 inch minimum 81 82 83 84 85 86 87 88 89 90 Riam;l Arrest ersm=m==liE Bushinqs Pressure Relief Devices- Sudden Pressure Device 7 r iFc;= 91 92 93 94 95 DTm;I;;FEMaFT Load Losses at 25MVA (at };tiT=i M8© t 33M@@(at rated taI Gm==aFVT\- (;t rated ta1 ![mx TaTy–t=s-==mMVATm-d t= t na Lon GK3a lsses Unit STU15K 22,400 W 60,400 W 105,300 W* 241,600 W* 2,700 W 1(Watts) 1(Watts) 1(Watts) 1(Watts) 1(Watts) sian o * Values for information only and are not guaranteed. DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 96 r will hold design reviews to ensure design meets all specification requirements K®nfirm Manufacturer uses required BIL ratings defined lin specification r red CTs and CT Iratings defined in specification [Rnfirm ManufamF fully compliant with all requirements in Section VII of specificationnoR;im=iammrls for 77/m= o IdeaTang acima;' jas described in the specification Yes I(Confirmed - Yes/Na) 97 98 99 100 101 Yes 1(Confirmed - Yes/No) No - See Technical Exceptions- in Quote I(Confirmed - Yes/No) No - See ’Technical Exceptions- in Quote I(Confirmed - Yes/No) He I(Confirmed - Yes/No) Yes I(Confirmed - Yes/No) , A, IConfirm Manufacturer design is for a maximum Noise ' -' ILevet of 65 decibels as defined in "Noise Levels" Sectionl Yes I(Confirmed - Yes/Na) , n, o e high voltage }terminals were attached to an infinite source a ,n, mm-p-FwTim?arimm ' VT Ithe past 60 months larger than 25MVA l05j®urri;;immR that me Yes 1(Confirmed - Yes/No) m6me See Attached Field Failure Data -3:coached FTellfF;iFCTrgIFFa , AC IProvide document detailing size, voltage, year shipped, ' VU ILTC type, and corrective action required for failed units See Attached Field Failure Data 107 108 109 110 111 112 Percentage of units that did not ship on time Lverage Delay for Units that did not Shop on time Shi IIn Be e lactLimr s 1(%) I(days) ill;i;(mcmiFaIii @axis (lateral toMBn oM elM vertical mr 113 114 115 116 117 118 119 Leadtime from Purchase Order issued to Delivel Time required for final field assembl ) eipt of Order Final Drawing and Instruction Binder Delivery after Receipt of Order -ransformer Completed and Ready for Testing after ReceiDt of Order -ransfmo Estimated Transit Time m mt FFected Ship Date = 8/23/2024nBa:tmmfmF;rii- I(Weeks) KD;y;) I(Weeks) 18 weeks before shipment I(Weeks) -46 weeks I(Weeks) 1(Weeks) I(Days) w $7 days I 120 121 Confirm Manufacturer Complies with Warranty Requirements in Section V.K Eor;MimTFBiTs a;iIi;milKiBF Requirement (Section V.H: tfescaToT7deIjianiBn is prop ieTF> Idescription in a seperation document detailing indexes >roposedC:onfF;IImBFyM iTF;BismF be reiected.Confirm® ir shipmentEi;irmm)=F Faccordance with specification Foi?mposed des in Electrical and Internal Assembly Features Section See Waukesha enclosed standard 5-yr warranty I(Confirmed - Yes/No) Yes I(Confirmed - Yes/No) 122 See indices table included in proposal document 123 124 125 126 yes yes Yes I(Confirmed - Yes/No) I(Confirmed - Yes/No) I(Confirmed - Yes/No) No - See ’Technical Exceptions- in Quote I(Confirmed - Yes/No) EaFi-rmiTaTiFcii Main Tank Mechanical Features Section of the specification and that bid will be rejected if welds are used within 6 inches of tank corners Confirm Manufacturer shall be required to perform testing as defined in Factory Tests Section Confirm any requirement to operate the no-load tap or tap changer contacts for maintenance reasons will causel the bid to be reiected mI Manufacturer can perform vapor phase dryinglrocess m-t=r of years particmliFe–(JT:== 127 Yes I(Confirmed - Yes/No) 128 129 130 131 Yes Yes Yes 50+ I(Confirmed - Yes/No) I(Confirmed - Yes/No) I(Confirmed - Yes/No) 1(years) DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 Confirm oil handling or opening a oil reservoir is not132ired to chanl LTC oil filter r133 lired to change LTC oR filter N/A - No LTC oil filter required - Yes/No) - Yes/No)N/A - No LTC oil filter required Create Typical Drawings DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 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 a/O % TOTAL FAILURES 1 YEARS OF FAILURES 1 PER TRANS FORMERby YEAR FORMERSERVICEMFG'D SERVICEYEARMFGT1 a3YEARWToTT 0 2014 2015 2016 2017 2018 2019 2020 2021 FAILURES PER YEAR T7T5T6T4 18 0 0000To a 0 0 000 0 0 0a0 a0 0 0 a nT2n2 T 00 BTo0 0 00 0 00 0 0 0 0 00 a00 0 0 0 0 0.50 0,00 0.00 0.00 0.00 0.41 0.00 0.00 0.00 0.00 0.05 0.00 0.00 0,00 0.00 0.08 0.00 0.00 0.00 0.00 0Total 0 000 MI Eal 0.02%M 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 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488 FIELD FAILURE RATE BY YEAR OF PRODUCTION Prolec GE Waukesha - Waukesha, Wisconsin Facilities planned outagepe 2 Field Failure: Transformer is Repaired Without Removal From Pad U al=nmnEB PER TRANS.TOTAL % TOTAL FORMERFAILURESFAILURES SERVICE YEARS OFFAILURES PER YEARMFG by YEAR by YEAR TRANSFORMER SERVICE19YEAR161718MFG'D MFG'D12T31514 1.49 0.1520120003000200 2,151201300000000.00 0.00000 1.9520.41 0.0500020140 0.06 1 ,62400.4302015000 0.28 1.40401.7100 1.21000.1702 9320a00.0000 735000.0000 0.00 0.00 0.00 448000 0.50 2000.50 mo m6m/7 72moTTTa7 Data is for a complete 10 years of service and is updated at the end of each calendar year. Dafa 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 • H DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E488UJLI V tILt!1.1.ISIU a protec ge company FOR: 785 DENTON MUNICIPAL ELECTRIC Performance Specification 70012236 Item No: 000050 Project Name: Underwood: 25/33/50/56 MVA; 138-24.9 kVUZDvac SFORMER RATINGSmPhase3 Class60Frequency Temp Rise oC 55 / 65 mN OilInsulating ONAF ONAF THo 138,000 Delta F(T-q–ViE; 24,900 GrdY m5 33.00 50.00 5 33.00 / 36.96 50.00 / 56.00 m8 / 37.33 / 56.00 ADDITIONAL TAP VOLTAGES e We HV DETC 2/+ + 16 /UZDvacXV Taps or KV 2 2.500 % 16 @ 0.625 % m) FULL FULL PERCENT IMPEDANCE VOLTSms% no HI H-Y X-Y AUXITIIARY LOSSES AND SOUND LEVEL mr m-cIas o 75m5ON ThFt m5 33.00 50.00 ONAF ONAF 1 ,400 2,700 The above valuesmoaG-loss do not include arM equipment (heaters, control devices, etc.) losses of 3,000 watts INSULATION LEVELS (KSmtHV Line HV Neutral XV Line XV Neutral W Line W Neutral ZV (TV) Line ZV (TV) Neutral Mr m5 PERFORMANCE BASED ON A LOADING OF mo TRig mrm5HV Winding 200 200 200 200 XV Winding YV Winding ZV (TV) Winding 24,900 Volts @ Volts @ Volts @ 25.00 NfVA MVA MVA EFFICIENCIES Base MVA (C)NAN) = 100%Mo no Mo m/Load m9 m9 99.70 m9Percent 75 oC20 oC/ Load Loss Tem'PERFORMANCE DATA No Load Temm==;ie toad Lossmimmx mLTs;I Tg;-Eo;atoss- m4 mom m8m5 REGULATION O to 0.9 0.8 MECHANICAL DATA - Not for Construction Dimensions are in inches & weights are in pounds (approx.values) Shi'r )sjm) T8175Core and Coils Tank and Fittings Liquid (9,925 gallons) Total Weight Shipping Weight, Heaviest Piece @tline Drawing Number: HeM[E Width (B) Depth (C) Height Over Cover (D) 198 88 305 186 158 249 130 158 52,466 74,438 220,788 123,370 +iS gjg:gjll FN BE iFI d” DocuSign Envelope ID: C6363087-2067-+E02-9DF3-551D2D78E488 tuauKe/ha 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 I 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 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC24nC>523 D 'a 2023 Pro iec-GE Waukesha, Inc DocuSign Envelope ID: L6363087-20674E02-9DF3-551D2D78E488 UJauKe/ha 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 Held 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 reenergization. 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 MERCHANTABILIFr 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 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC04-01 22H © 2022 Prolec-GE Waukesha, Inc DocuSign Envelope ID: C6363087-2067JIE02-9DF3-551D2D78E488 tuauKe/ha Prolec GE Waukesha Warranty Validation (<1 OOMVA) 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 Preoperational 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 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC 1 3-0122E :9 2022 Prolec-GE \A/aukesha, Inc DocuSign Envelope ID: C6363087.2067-4E02-9DF3-551D2D78E488 UJauKe/ha Assembly, Vacuum Filling & Units Shipped Without Oil applicable for transformers < 100 MVA base rating and < 345kV Testing : 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,lmm 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:Egg-••• • • e e 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) iii% ##.h See next page for Scope Clarifications :a 2022 Prolec-„GE Waukesha, inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 tuauKe/ha 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 safework 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 bustling 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 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC09- 1 022F @ 2022 Prc)iec-GE VVaukesha , Inc e -2067-+E02-9DF3-551D2D78E488 Transformer Service Solutions to 765kv ./7ex';;–„'–,**,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 • Gil Filling • Acceptance Testing • Relocation TRANSFORMER OIL PROCESSING • Field Dry Out • Vacuum Filling • Hot Oil Processing • Cryogenic Drying [Cold Traps) • Fullers Earth Reclamation • Natural Ester Retrofills LTC MAIIVTEIUAIUCE . All Manufacturers • Inspections • C)verhauls • Upgrade Kits • Filtration Installation • Core Replacement • Vacuum RetrofIts 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 SPARE PARTS • Bushings/Arresters • Cooling Equipment • Gauges/Controls • Gaskets • Transformer Health Products® • LTC Parts TECHNICAL SERVICES • Condition Assessment Studies • Life Assessment Studies • Thermal Uprate Studies • Component Retrofits • Failure Analysis • Feasibility Studies • Technical SupervisionTRAINING SERVICES • LTC Training ' Maintenance Training • Testing Training • Print Reading • Oil Processing TrainingTRANSFORMER 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 LOCATE Pro Iec-GE Waukesha. Inc. 2701 US Hwy 117 South Goldsboro, NC 27530 800-758-4384 wa U keshaservice.com transformers I service : training I components © OOO Q Prdec4E W8uk nta. hc 1 SR'/465 fRey_ amp DocuSign Envelope ID: C6363087-2067z+E02-9DF3-551D2D78E488 LuauKe/ha Transformer Oil Specification (as received from refiner) Waukesha's standard is inhibited mineral oil with 0.3a/, max DBPC (oxidation inhibitor). Oil meeting other specific customer requirements may be available upon request. OII 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 ?!R©@tER7@$A©TIM Tg§T ,METW©iD Physical Properties Color Flash point, 'C tnterfacial tension @ 25'C (dynes/centimeter) Pour point, 'C Specific gravity @ 15'C/15'C Viscosity, SSU/cSt @ IOO'C 40'C O'C Polychl8rinated Biphenyls _(PC;B9) ppp Visual qpp9arance D 1500 D92 0.5 max 145 min D971 40 min –40 max 0.91 max D97 6l268 bgi7 D4-45 36 / 3.0 max 60 / 11 max 350 / 76.6 max D4059 Dl 524 Not Detectable Clear and Bright Chemical Properties Aniline point, 'C Approved antioxidant content, wt% Corrosive sulfur 1 Test to be run for 48 hours @ 150'C Moisture, ppm Neutralization number, mg KOH/g of oil 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 D61 1 D2668, D1473 63 min 0.30 max D1 275 Non-Corrosive D1 533 D974 D2440 35 max* 0.03 max 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 . - @ 2022 Proiec-GE Wauke:sha. Inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 w auKe/ha KEY PROPERTIES ASTtH TEST 'METHOD IEEE / ASTM 08487 ;L.IMiTS Electrical Properties Dielectric breakdown voltage at 60 hertz Disc electrodes, kV VDE electrodes. kV @ 0.040-in. gap or @ 0.080-in. gap D877 D181 6* D1 816* 30 min 28 min 56 min Dielectric breakdown voltage 25'C impulse conditions, kV Needle (negative)-to-sphere (grounded) @ 1-in gap Power factor at 60 hertz, % at 25'C IOO'C Gassing Tendency @ 80'C (pUmin) D3300 145 min D924 D924 D-2300 B 0.05 max 0.30 max + 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 taboratory 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 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC01 -01228 © 2022 Prolec-GE Waukesha. Inc DocuSign Envelope ID: C6363087-2067JtE02-9DF3-551D2D78E488 tuauKe/ha Transformer Paint Systems Waukesha provides as standard a coating system that exceeds the requirements of IEEE C;57.12.29, "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. M () r= 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. © 2022 Proiec-GE Waukesha, inc DocuSign Envelope ID: C6363087-2067JtE02-9DF3-551D2D78E488 tuauKe/ha EXrERioR PAINT SYSTEM PERFORMANCE RESULTSASTM TEST 'METHOD Adhesion Salt Spray Humidity Impact D-2794 160 in/lbs., No Chipping U-V Resistance Taber Abrasion OII Resistance Thermal Aging Pencil Hardness VOCs D-3359-B B-117 D2247 D-2794 G-53 D4060 72 Hrs @ 100'C 1,000 Hrs @ 120'C D-3363 D-2369 No Removal 1500 Hrs, 1/32” Loss of Adhesion 1000 Hrs @ 40'C; No Blisters 160 in/lbs., No Chipping 500 Hrs, Less than 15% Gloss Change More than 3,000 Cycles @ 3 Mils No Effect No Effect 2-H After 2 Weeks 3.5 #/gal. Goldsboro, NC 800.758.4384 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com TC02-01228 © 2022 Protec-GE Waukesha, Inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 UJauKe/ha 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 Waukeshao transformer tanks feature the following: • Hat-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 IIfting 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 Finite Element Analysis 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 severat 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 fo 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 la 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. i!!}i 1R IR Goldsboro, NC 800.758.4384 1 Waukesha, WI 800.835.2732 1 www.waukeshatransformers.com © 2022 Prolec-GE Waukesha, inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 UJauKe/ha Short Circuit Testing DESIGN All Waukesha® transformers are designed with stateof-the-art tools and manufactured in our factories per strict quality assurance plans to ensure suIvival 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 BI el,arSe(tnt•l B I mt:a: q::::itL ===F h<nl NaDa =: 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.Fully Distributed Voltage Winding 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 © 2022 Prolec-GE WaLlkesha. Inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 LuauKe/ha WAUKESHA SHORT CIRCUIT TEST LIST: V RATiNG RATING 12,47 kV WyeW 5 / 6.25 5 / 6.25 5 / 6.25 5 / 6.25 7.5 / 9.375 7.5 / 9.375 12/ 16 / 20 15 / 20 15 / 20 / 25 1.0 3.75 5.0 5.0 7.5 7.5 10.0 5/6 15/ 15/ / 25 / 25 MMB®M 24.4 kV Delta 26.4 kV Delta 59.58 kV Wye 67 kV Delta 69 kV Delta 138 x 69 kV Delta 66 kV Delta 67 kV Delta 69 kV Delta 12.47 kV Delta 23 kV Delta 34.4 kV Delta 69 kV Delta 23 kV Delta 11 5 kV Delta 43.8 kV Delta 34.5 kV Delta 67 kV Delta 67 kV Delta 120 kV Delta 120 kV Delta 39.5 kV Delta 230 kV Delta 4.16 kV Wye 4.16 kV Wye 10.66 kV Wye 12.47 kV Wye 12.47 kV Wye 26.4 X 13.2 kV Wye 14.4 kV Wye 12.47 kV Wye 12.47 kV Wye 4.8 kV Wye 4.8 kV Wye 12.47 kV Delta 12.47 kV Delta 12.47 kV Wye 13.2 kV W' 24.9 X 12.47 kV Wye 12.47 kV Wye 12.5 kV Wye 12.5 kV Wye 13.2 kV Wve 13.2 kV Wye 4.8 kV Delta 55.2 kV Delta 'e 2 20 Continuous Disk Winding with Copper Magnet W/re Helical VUnding with CTC Goldsboro, NC 800.758.4384 1 Waukesha, WI 800.835.2732 1 www.waukeshatransfOITners.com TC074>122C © 2022 Prolec-GE Wauk9sha. Inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 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 800-7584384. 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.Prolec-GE Waukesha, Inc. 400 South Prairie Avenue Waukesha. Wisconsin 53186.5969 USA T (262) 547.0121 (800) 835-2732 www.waukeshatransfortnets.com DocuSign Envelope ID: L6363087-2067JtE02-9DF3-551 D2D78E488 UZDvacc' 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 Maximum Step voltage at rated through current of 225A Short circuit withstand capability (peak/rms) for 2 seconds Maximum service voltage across regulating windings Maximum number of service tap positions 750 A at 750 V, 200 kV BIL, 34.5 kV 1350 V 30 kA / 12 kA 12 kV at 750 amps / 21.5 kV at 225 amps 33 + 16R to N to 16L (16 + 1 + 16) DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 w cluKe/ha July 1 1, 2023 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 thirty4ne (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<onformances 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 Eimitations; 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 reinstaElation 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 TRANSFORMERtank 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 Sen/ices 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 nor\conformity 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 sale and exclusive remedy related to the STAND-ALONE SERVICES. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANFr 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 'e> 2022 Prolec-GE Waukesha. inc DocuSign Envelope ID: C6363087-2067JIE02-9DF3-551D2D78E488 youRe/ha 7.SUBSTfFUTES, 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 QuotaHon. 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% r8stocking 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 accIued 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 an 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 at 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<ontributory 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 carTy 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 AFrER THE CAUSE OF ACTION HAS ACCRUED. a 2022 Proiec-GE Waukesha. Inc DocuSign Envelope ID: C6363087-2067JIE02.9DF3-551D2D78E488 Goldsboro, NC 800.758.4384 1 Waukesha, WI 800.835.2732 1 www.waukestIatransformers.com TCC6C-O1 228 e 2022 Proiec-GE WaukesFta. Inc DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 E)aIIBIT 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(a}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. Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 EXHIBIT C CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS SECTION A. CONTRACTOR shall procure, pay for and rnaintain 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) b) C) The certificate of insurance or policy and endorsements shall be evidenced by delivery to : Procurement and Purchasing, 901B Texas Street, Denton, Texas 76209 and All certificates of insurance shall identify the service or product being provided, by including the bid number and contract or solicitation name. 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 Contract 8155 DocuSign Envelope ID: C6363087-2067'IE02-9DF3-551D2D78E488 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 premlum. 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 d) premIum. 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. Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 3.COMMERCLAL 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 d) premIum. Provide that CONTRACTOR’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. 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. e) 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, $2,000,000.00 annual aggregate. The policy shall include: a) An endorsement to provide thirty (30) days prior written notice in the event of cancellation to the address as shown in Section C, a (i) and (ii), or in accordance with Section 1811.155 of the Texas Insurance Code, Notice of Cancellation in accordance with the Notice of Insured in the policy for cancellation due to non-payment of premIum. b) Provide that CONSULTANT’S insurance is primary insurance as respects the CITY, its officers, employees and elected representatives. c) if this insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than twenty-four (24) months following completion of the contract and acceptance by the City. Coverage, including any renewals, shall have the same retroactive date as the original policy Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 SECTION E. SELF-INSURED RETENTION (SIR) Contractor may satisfy all or part of the insurance requirements under the Contract by means of self-insurance so long as: (a) the SIR is permitted under all laws applicable to Contractor at the time Contractor submits its bid or proposal; (b) Contractor maintains a net worth (as shown by its financial statements audited in accordance with generally accepted accounting principles) of not less than One Hundred Million Dollars ($ 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 ofsubrogation 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. Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 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, INDE&HVIFY AND HOLD THE CITY, ITS OFFICERS. AGENTS DIRECTLY WORKING WITH THE DELIVERABLESAND EMPLOYEES. HARNri JESS 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 WAIPiNG 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. Contract 8155 DocuSign Envelope ID: C6363087-20674E02.9DF3-551D2D78E488 EXHIBIT D RFP 8155 SUBSTATION POWER TRANSFORMERS (on file at the office of the Purchasing Agent); Contract 8155 DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 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. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 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. Contract 8 155 DocuSign Envelope ID: C6363087-2067-4E02-9DF3-551D2D78E4giHIBIT F- FORM CIQ CONFLIS T QUESTIONNME For vendor or other Person doing business with local governmental entit L lges made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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 govemmental 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 thI 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. a W PROLEC-GE WAUKESHA, INC 2 , , Check this box if you are filing an update to a previously filed questionnaire. X (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 cleaned 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?U [X]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 aom the local govemrnental entity? = *“= ,„, 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? n ,“n ," D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 Lg 1 have no Conflict of Interest to disclose. 10/6/2023 ltal entitywith the Date DocuSign Envelope ID: C6363087-20674E02-9DF3-551D2D78E488 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 ofthe Local Government Code may be found at http://www.statutes.legis.state,u,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) atrrnsaction 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 &omaperson that is chartered by a state or federal agency and that is subject to regular examination byl and reporting to, that agency. Local Government Code $ 176.003{a)(2)(A} and fB): (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 vaxk>B (B) has niven to the local govemment officer ora family member ofthe ofEcer one or more gifts that have an aggregatevalueofmore 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) Avendor shall file a completed conflict of interest questionnaire ifthe vendor has a business relationship with a local governmental entity and: ( L) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe cHeer, describedby Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the omcer, 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 P) 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 omcer, City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3-1 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 Conunission, 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 right4f-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 (850.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200.00) 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, orm provided by Texas Ethics Commission www.ethics .state.tx . us Revised 11/30/2015 lk>cuSign Certificate Of Completion Envelope Id: C636308720674E029DF3551D2D78E488 Subject: Please DocuSign: City Council Contract 8155 Substation Power Tranformers Status: Completed Source Envelope: Document Pages: 51 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC4J6:00) Central Time (US & Canada) Signatures: 6 Initials: 1 Envelope Originator: Christa Christian 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/4/2023 1 1 :55:05 AM Holder Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 10/4/2023 11 :59:06 AM Viewed: 10/4/2023 11 :59:15 AM Signed: 10/4/2023 11 :59:56 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori .hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 10/4/2023 12:00:01 PM Viewed: 10/5/2023 1 :46:40 PM Signed: 10/5/2023 1 :47:37 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 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) 'DocuSlgned by: IhLArAtAMADL .4B070&31B4AA438. Sent: 10/5/2023 1 :47:42 PM Viewed: 10/5/2023 4:59:16 PM Signed: 10/5/2023 5:03:29 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerome Kastenholz jerome.kastenholz@prolec.energy Application Engineer Supervisor Security Level: Email, Account Authentication (None) Sent: 10/5/2023 5:03:33 PM Viewed: 10/6/2023 1 1:29:'12 AM Signed: 10/6/2023 11 :56:08 AM Signature Adoption: Uploaded Signature Image Using IP Address: 207.200.217.170 Electronic Record and Signature Disclosure: Accepted: 10/6/2023 11 :29:12 AM ID: dObfc32d-cb8e459b.'a4c2-bf66b70ce6 1 d Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None) Signature oOGtabnd bF [ahfaLia PInkit EJ760944caBF4B5 Timestamp Sent: 10/6/2023 1 1 :56:14 AM Viewed: 10/6/2023 7:14:13 PM Signed: 10/6/2023 7:14:47 PM Signature Adoption: Pre-selected Style Using IP Address: 174.195.138.170 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 10/6/2023 7:14:13 PM ID: 7193a11d-804d-+560-96a24a37b9a48660 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supewisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 10/6/2023 7:14:52 PM Viewed: 10/25/2023 8:23:24 AM Signed: 10/25/2023 8:23:38 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 10/25/2023 8:23:43 AM Viewed: 10/25/2023 8:25:16 AM Signed: 10/25/2023 8:25:24 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton,com Security Level: Email, Account Authentication (None) &SUS “Sent: 10/25/2023 8:25:29 AM Viewed: 10/25/2023 10:57:13 AM Signed: 10/25/2023 10:58:02 AM,2437C77B897541 D Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 10/25/2023 10:57:13 AM ID: If1 7507b-8ab9-£17a9-a888-0735d1343a5d In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 10/4/2023 12:00:01 PMCOPIED Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 10/6/2023 7:14:52 PM Viewed: 10/9/2023 9:29:39 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 10/25/2023 10:58:07 AM Viewed: 10/31/2023 9:46:03 AM Mark Zimmerer mark.zimmerer@cityofdenton.com Electric Engineering Supervisor Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/27/2023 4:31 :43 PM ID: eb681501-b8d34627-8c53-13elf942939e Sent: 10/25/2023 10:58:08 AM Viewed: 10/25/2023 11 :26::M AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 10/4/2023 11 :59:06 AM 10/25/2023 10:57:13 AM 10/25/2023 10:58:02 AM 10/25/2023 10:58:08 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure 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 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 . 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 Browsers (for SEI IF Browsers (for SIGNERS) IR) ; mlet Explorer 6.0?, Mozilla FireFox 1.0 NetScape 7.2 (or above) Kccess to a valid email account x Email: Screen Resolution Enabled Security Settings •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable WFP 1.1 settings via roxy 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.