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HomeMy WebLinkAboutRESPONSE - BID - 7645 CHANGING HIGH SIDE DE-ENERGIZED TAP CHANGER & TESTINGP 'r i AAwESHA City of Fort Collins SPX Waukesha Service Quotation #9121463 RE: IFB — 7645 Changing DETC Positions and Testing — 16 Transformers 06/03/14 s max. TERMS AND CONDITIONS OF SALE (CONTINUED) i WAUKESHA 6. CHANGES, SUBSTITUTIONS. AND CANCELLATION. (a) Any changes requested by Buyer are not effective unless accepted in writing by an authorized representative of Seller at Seller's corporate offices or factory. Any changes accepted by Seller that affect the specifications or scope of work of an order shall entitle Seller to an adjustment to the price, delivery schedule, or other terms affected by such change, as appropriate. (b) Seller may furnish suitable substitutes for materials unobtainable due to regulations of governmental authorities or unavailability of materials from suppliers. Details of design and construction in any quotation are approximate and subject to revision by Seller. If changes in performance of services or in materiels, design, layout, or arrangement of goods are desired or required by conditions of which Seller was unaware or that were unforeseen by Seller, the price is subject to revision. (c) Buyer may cancel an order only with the written consent of Seller and upon payment of cancellation charges. In the event Seller accepts such cancellation of all or any part of the Work, Buyer shall be liable for the higher of: (1) 25% of the purchase price; (ii) any loss incurred by Seller, including, without limitation, costs of engineering, reconditioning, labor, materials, and Seller's margin; or (iii) costs required by any cancellation and delay policy of Seller. 7, APPROVALS, INSPECTION, AND ACCEPTANCE. (a) Buyer's approval, or failure to disapprove, of drawings submitted under an order constitutes Buyer's acceptance of equipment design, specifications, and other data contained in Seller's submittals. (b) Inspection of goods at Seller's factory by Buyer, or Buyer's representatives, will be permitted insofar as such inspection does not interfere with Seller's production and provided that complete written details of such inspection are submitted to Seller 10 days in advance. (c) Work shall be deemed accepted, and any claim of Buyer against Seller with respect to an order shall be waived and not enforceable, unless: (i) Buyer has promptly inspected the Work, and written notice from Buyer of any defect has been received by Seller within 48 hours of rejection of any goods inspected at Seller's factory or, if no factory inspection has taken place, then within 30 days following any performance of services and/or delivery of goods; and (ii) Buyer has given Seller reasonable advance notice and authorization to attend any tests designed to demonstrate that Seller's performance is nonconforming or goods are defective, and the test conditions are mutually agreed to by Buyer and Seller. (d) Goods may not be returned without obtaining written authorization and shipping instructions from an authorized representative of Seller. 8. PRICES PAYMENT AND CREDIT. (a) Unless other terms have been expressly stated by Seller in writing, Sellers prices: (i) are FCA Seller's Premises (Incoterms 2010); (ii) do not include customs duties or any domestic or foreign sales, use, excise, VAT, or similar taxes under existing or future laws (with Buyer to be charged for same, unless Buyer has provided Seller with an appropriate lax exemption certificate); (iii) are valid for 30 days from the quotation date; and (iv) do not include costs for installation of goods. All quoted prices are in U.S. Dollars and are subject to correction for clerical errors. (b) Unless otherwise agreed in writing and subject to credit approval, payment terms shall be net 30 days from completion of services performed within the continental U.S. andlor from the dale of shipment for goods sold within the U.S. Unless otherwise agreed in writing, payment shall be cash in advance or letter of credit for all services performed outside the continental U.S. and all export sales of goods from the U.S.; and no later than 60 days prior to the schedule start date for services and each scheduled shipment date for goods, Buyer shall wire transfer funds to Seller's account or cause to be issued for Seller's benefit an irrevocable letter of credit in U.S. Dollars in the full amount of the purchase price, plus prepaid freight it applicable, such letter of credit (1) to be issued or confirmed by a prime U.S. bank acceptable to Seller; (ii) to be subject to and governed by the Uniform Customs and Practice for Documentary Credits (]CC Publication No. 500) and to be otherwise acceptable in form and substance to Seller; and (iii) to provide for payment to Seller of the full amount of the purchase price plus prepaid freight in U.S. Dollars, on presentation by Seller of sight drafts, Seller's invoice, and such other documents as shall be reasonably required by the letter of credit. All banking and other charges for such letter of credit are for the account of Buyer. (c) Partial payments shall become due with partial performance of services or partial shipments of goods. Seller will charge 1%z% per month (or such lower percentage as required by applicable law) of the unpaid invoice balance, commencing 30 days following completion of services or the shipment date of goods. Any delay in performance of services or delivery of an installment of goods shall not relieve Buyer of its obligation to accept and make payment for remaining performance or Installments. If Buyer is notified by Seller that the goods are ready for shipment and there is an unreasonable delay in shipment for reasons beyond Seller's control (including Buyer's failure to provide shipping instructions), the completion date of the goods shall be treated as the date of shipment for payment purposes, and completed goods shall be held at Buyer's risk of loss or damage, with Buyer paying all storage and insurance expenses. (d) Seller may, at its option, decline to provide services or deliver goods, except for cash in advance. or stop goods in transit whenever, for any reason, Seller doubts Buyer's financial responsibility. 9. GOODS FOR RE-EXPORT. If the ultimate destination of Work is outside the U.S., then Buyer shall designate such country on its purchase order. In the event that Buyer purchases Work for re-export without so notifying Seller, Buyer shall have sole liability and shall defend and indemnify Seller for any loss or damage (including, without limitation, claims of governmental authorities) arising from the export from the U.S. or import into another country of such Work, including, without limitation, those related to packaging, labeling, marking, warranty, contents, use, or documentation of the goods. Seller shall have sole responsibility for obtaining any required export licenses. Buyer shall neither take, nor solicit Seller to lake, any action that would violate any anti-boycott,anti-corruption, or any export or import statutes or regulations of the U.S. or other governmental authorities and shall defend and indemnify Seller for any loss or damage arising out of or related to such action. 10. PROPRIETARY INFORMATION. Seller retains title to all engineering and production prints, drawings, technical data, and other information and documents that relate to the services and goods sold to Buyer. Unless advised by Seller in wetting to the contrary, all such information and documents disclosed or delivered by Seller to Buyer are to be deemed proprietary to Seller and shall be used by Buyer solely for the purpose of inspection, installation, and maintenance and not used or disclosed by Buyer for any other purpose. 11. EXCLUSIONS. In no event shall Seller have any obligation (a) to identity or correct any defective wiring or equipment, to identify or correct any code violations, or to remove from Buyer's premises any defective equipment unless expressly stated in the applicable scope of work; or (b) to identify, correct, abate, clean up, control, or remove from Buyer's premises any toxic or hazardous material. 12. MISCELLANEOUS. All rights and remedies of Seller under these Terms are in addition to its rights at law and in equity. Any delegation or assignment by Buyer of any of its responsibilities or rights without Seller's prior written consent shall be void. The validity, performance, and interpretation of these Terms and any referenced attachment shall be governed by the law of the State of Wisconsin, U.S.A., including the United Nations Convention on Contracts for the International Sale of Goods when applicable, without reference to principles of conflicts of laws. The invalidity or illegality of any provision of these Terms shall not render invalid or illegal any other provision. Seller's failure at any time to require performance by Buyer of any of these Terms shall not serve as a waiver or diminish Seller's right to demand strict compliance with such provision or with other of these Terms. 0 2012 SPX Transformer Solutions. Inc. S r=X. >AAwEsm Field Service Rate Schedule SPX Transformer Solutions' Service Group maintains a significant staff of trained field service specialists and technicians who are available to provide advisory assistance, installation, inspection, commissioning, testing, troubleshooting, start-up, technical studies, maintenance and repair services of electrical apparatus. Technical professionals are classified in two categories, dependent on the degree of expertise and complexity of the service required. Service Specialist The service specialist has specific experiences and/or educational training along with factory training and experience in design, assembly, installation or testing. This expert is required for special diagnosis, repairs, inspection, failure analysis and complex technical evaluations. Service Technician The service technician has specialized factory training and experience. This technician can act as a consultant for customer's personnel with respect to correct installation, testing, maintenance or service requirements consistent with Waukesha" Service guidelines. TECHNICAL PERSONNEL RATES Service Specialist $1200 Service Technician $ 960 $1425 $225 $1225 $180 $300 $240 1. Daily rate applies to all time worked or traveled during a normal eight hour workday. The "shift' is defined as any consecutive eight -hour period (Monday —Friday, holidays excluded), with an allowance for lunch. 2. Overtime rate applies to all hours worked in excess of eight hours on weekdays and all time worked or traveled on Saturdays. 3. Sunday and Holiday rate applies to all hours work or traveled on Sundays or holidays. Hourly and daily rates are exclusive of all travel and living costs. Charges for travel and living expenses will be billed at cost plus an 18% handling charge. Per Diem Where purchasers specify or require daily rates for field services inclusive of local traveling and living expenses, a flat charge will be billed for all time worked or traveled per eight hour week day or fraction thereof (Monday through Friday). All hours worked or traveled in excess of eight hours per week day and all hours on Saturdays, Sundays and holidays will be billed at the applicable hourly overtime rates. Per diem rates exclude the cost of airfare totfrom the job site and headquarters. Traveling Time Maximum billing for traveling time, at the applicable rate, shall be eight hours per technical professional for any one -calendar day Traveling time and expenses for each technical professional will include leaving and returning to the employee's headquarters. Minimum Billing Minimum billing for one day's service will be charged for each day or fraction thereof that a technical professional spends on the customers premises. Standby Time When technical professionals are on the customers premises but are unable to perform the services requested because of circumstances beyond the control of SPX Waukesha personnel, the purchaser will be charged at the applicable rate. ® 2012 SPX Transformer Solutions, Inc. SPX. > AUKESHA FIELD SERVICE RATE SCHEDULE (CONTINUED) OTHER CHARGES The following charges will be in addition to the service rates stated previously: A. Expendable Small Tools When a particularjob requires the furnishing of small expendable tools not normally carried by the technical professional, a charge for such tools will be billed at the cost of acquisition. B. Material Furnished by SPX Waukesha All SPX Waukesha material used on the job will be billed at current prices. C. Material Purchased from Subcontractors or Other Vendors When the job requires the purchase of materials or services from subcontractors or other vendors, such items will be billed at cost plus an 18% handling charge. D. Special Tools and Equipment Furnished by SPX Waukesha Rental charge shall be made for all specialized tools, equipment and instruments. Refer to SPX Waukesha Field Service Equipment Rental Rate Schedule. E. Company Vehicle Mileage Rats Cost of mileage for standard company vehicles to travel to and from the standard job site will be billed at a rate of $0.85 per mile. Any vehicle requiring a CDL endorsement to drive shall be billed at a rate of $2.25 per mile for travel to and from the job site. PRODUCT WARRANTY WORK Product warranty work on SPX Waukesha supplied equipment will be performed F.O.B. factory or at the customers site, at SPX Waukesha's option. Work at the customers site will be accomplished during a normal eight hour straight time day. If the purchaser requests that product warranty work be performed during any other time period, purchaser will be invoiced for the premium time portion of the work, i.e. the difference between the applicable rate and the overtime rate for the services performed. TERMS OF PAYMENT Net 30 days from date of invoice. TERMS AND CONDITIONS See SPX Transformer Solutions — Service & Components Division Terms and Conditions of Sale Oc 2012 SPX Transformer Solutions, Inc. APPENDIX D BID SCHEDULE Bidders are to complete and return pages 14 through 19 of the bid. PROJECT: 7645 CHANGING HIGH SIDE DE -ENERGIZED TAP CHANGER AND TESTING In compliance with your Invitation to Bid 7645 and subject to all conditions thereof, the undersigned a (Corporation, Limited Liability Company, Partnership, Joint Venture, or Sole Proprietor) authorized to do business in the State of Colorado hereby proposes to furnish and do everything required by the Contract Documents. 1. The undersigned Bidder does hereby declare and stipulate that this bid is made in good faith, without collusion or connection with any other person or persons Bidding for the same Work, and that it is made in pursuance of and subject to all the terms and conditions of the Invitation to Bid and Instructions to Bidders, the Agreement, the detailed Scope of Work, and the Drawings pertaining to the Work to be done, all of which have been examined by the undersigned. 2. The Contractor has obtained all necessary authorizations and approvals that will enable the Contractor to commit to the terms provided in this bid. 3. All the various phases of Work enumerated in the Contract Documents with their individual jobs and overhead, whether specifically mentioned, included by implication or appurtenant thereto, are to be performed by the Bidder. 4. The undersigned Bidder hereby acknowledges receipt of Addenda No. 1 through ""Addendum No. 1 has been received` 5. This Bid is in complete in accordance with the Purchaser's Specification, without exception (yes or no). No The Contractor shall list and detail all exceptions taken to the Specification. Exceptions taken, but not listed below, will not be accepted by the City. If exceptions are taken (detail follows): Note: Appendix F - Service Agreement redline included with bid package 7645 Changing High Side De -energized Tap Changer and Testing Page 14 of 27 LOCATION UNIT PRICE* 1 Drake Substation 200 XFMR T1 $4,500.00 2 Drake Substation 200 XFMR T2 $4,500.00 3 Timberline Substation 300 XFMR T1 $4,500.00 4 Timberline Substation 300 XFMR T2 $4,500.00 5 Harmony Substation 501 XFMR T1 $4,500.00 6 Harmony Substation 501 XFMR T2 $4,500.00 7 Harmony Substation 502 XFMR T3 $4,500.00 8 Harmony Substation 502 XFMR T4 $4,500.00 9 Richards Substation 600 XFMR T1 $4.500.00 10 Richards Substation 600 XFMR T2 $4,500.00 11 Linden Substation 700 XFMR T1 $4,500.00 12 Linden Substation 700 XFMR T1 $4.5W00 13 Dixon Substation 800 XFMR T1 $4,500.00 14 Dixon Substation 800 XFMR T2 $4,500.00 15 Portner Substation 900 XFMR T1 $4.5W.00 16 Portner Substation 900 XFMR T2 $4,500.00 17 TOTAL LUMP SUM all substations $72,000.00 18 Estimated man days per transformer 3 days total per transformer (2 travel days - 1 day on site) 19 Contractor's Hourly rates (only to be used W additional time is required per transformer) Straiaht time $120mr Overtime $180Ihr Sundays/Holidays $2401hr *Unit prices shall include all mobilization, labor and equipment to complete the work on each transformer. 7645 Changing High Side De -energized Tap Changer and Testing Page 15 of 27 APPENDIX E STATEMENT OF BIDDER'S QUALIFICATIONS All questions must be answered and the data given must be clear and comprehensive. This statement must be notarized. If necessary, questions may be answered on separate attached sheets. The Bidder may submit any additional information he desires. 1. Name of Bidder: SPX Transformer Solutions, Inc. 2. Permanent main office address: 400 S. Prairie Ave., Waukesha, WI 53186 3. When organized: 4. If a corporation, where incorporated: Wisconsin 5. How many years have you been engaged in the contracting business under your present firm or trade name? 3 years - f/k/a Waukesha Electric Systems 6. Contracts on hand: (Schedule these, showing the amount of each contract and the appropriate anticipated dates of completion.) PG&E - Station L Substation - 200 MVA Regasket / Rad Replacement - $96,160 - June 2014 Benton County PUD - Ely Sub 20 MVA LTC retrofit - $247,000 - June 2014 PacifiCorp - Union Gap Substation 20 MVA overhaul: $193,400 - July 2014 7. General character of Work performed by your company: Transformer & Substation Field Service Activities 8. Have you ever failed to complete any Work awarded to you? No If so, where and why? 9. Have you ever defaulted on a contract? No 7645 Changing High Side De -energized Tap Changer and Testing Page 16 of 27 If so, where and why? 10. Are you debarred by any government agency? No If yes list agency name. it. List the more important projects recently completed by your company, stating the approximate cost of each, and the month and year completed, location and type of construction. Xcel Energy - 250 MVA Transformer Relocation - $126 900 - March 2014 Shihlin Electric - 200 MVA Transformer Installation - $83,500 - April 2014 PG&E - 300 MVA SMIT Transformer Regasketing - $139,000 - May 2014 12. List your major equipment available for this contract. Service truck, test equipment PPE & tooling 13. Experience in construction Work similar in importance to this project: Power transformer assembly, vacuum oil filling & testing Maintenance of power transformers and LTCs Transformer leak repair, oil processing & acceptance testing 14. Background and experience of the principal members of your organization, including officers: See attached - SPX Waukesha Bios - Western Region 7645 Changing High Side De -energized Tap Changer and Testing Page 17 of 27 15. Credit available: $ Publicly Traded. SPX Annual Report 2013 available via e-mail only (141 pqs). 16. Bank Reference: Bank of America, Brian Dorinq, 888-715-1000 Ext. 67010 17. Will you, upon request, fill out a detailed financial statement and furnish any other information that may be required by the CITY? SPX Annual Report 2013 available via e-mail only 18. Are you licensed as a General Contractor? If yes, in what City, county and state? WA / OR / AZ / CA / NM / AR / LA / MS / TN / WI What class, license and numbers? Available upon request 19. Do you anticipate subcontracting Work under this Contract? No If yes, what percent of total contract? And to whom? 20. Are any lawsuits pending against you or your firm at this time? If yes, DETAIL 21. What are the limits of your public liability? DETAIL Please refer to Appendix F - Service Agreement redline What company? 22. What are your company's bonding limitations? 23. The undersigned hereby authorizes and requests any person, firm or corporation to furnish any information requested by the CITY in verification of the recital comprising this Statement of Bidder's Qualifications. 7645 Changing High Side De -energized Tap Changer and Testing Page 18 of 27 Dated at I ( ObatM this 2Vtday of �ai4-1' , 20iq- Company: 'e7?X TtG{VIGi{UYvVt�iV �(G(�iUiLS, (1'tL. F� By: �50-2L Printed: TO i n Title: 2I,4 I ow i 4�4 *. ri�Ua i{i Date: � I (A Address 16b-0 4 WIIZ(I/P_ IV&) pOt'-+ 0cI I ID Telephone 41'i41' 2'15-4-152- Email pIGV1G�@ Sf7j CiDYVI State of Nmle� G"0 I ' vu�- County of LNM -j-L9 M being duly sworn deposes and says that he is Regional sp( -FY- 'i>7ft�rwer 50(v4fmv 2- I ni. ( Name) (Organization) and that the answers to the foregoing questions and all statements therein contained are true and correct, Subscribed and sworn to before me this 2-AA day of , I UVj6_, 20_L4- My commission expires: (i 2 7 , -,70 ((p 4 \ 4\'0UB��� 7645 Changing High Side De -energized Tap Changer and Testing Page 19 of 27 City of Fort Collins Invitation to Bid — 7645 Changing High Side De -Energized Tap Changer (DETC) and Testing Exceptions to Invitation to Bid: Page 2 of 27 — Last Line — Delete "receipt" and insert "date". Exceptions to Appendix F — Sample Services Agreement: 4. Contract Period — Insert "updated annual" before "rates" at the beginning of the 5" line. 6. Delay — Insert the following at the end of this section: Further, 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. 7. Early Termination by City/Notice — Second Paragraph — Insert "and the cost of specially ordered materials and demobilization and related expenses" after "Agreement" in the V line. 14. Warranty — Delete this clause and insert the following: (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Service Provider, Service Provider warrants, to the original purchaser, the services performed by or on behalf of Service Provider to be free from defects in workmanship and the goods manufactured by Service Provider to be free from defects in title, material, and workmanship. (b) If within such period it shall be proven to Service Provider's reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at Service Provider's option, such goods repaired or replaced or substitute goods obtained. City 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. Service Provider's obligation is conditioned upon Service Provider's receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods. at Service Provider's option, return of such goods to Service Provider's factory, with all freight and insurance to and from the repair facility to be at City's expense. With respect to goods not manufactured by Service Provider, Service Provider makes no warranty other than good title and agrees to transfer to City the original manufacturer's warranty. which shall provide the exclusive remedy for any defect. (c) The foregoing warranties state Service Provider's entire warranty and City's sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, Page 1 of 2 05/28/14 SPX SPX Waukesha Service Quotation 06/03/14 Pat Johnson City of Fort Collins P.O. Box 580 215 North Mason St., 2"' Floor Fort Collins, CO 80522 I) ohnson5-fcaov.com i &'AwEsm Quote Number #9121463 RE: IFB-7645 Changing DETC Positions and Testing — 16 Transformers !j CONTACT INFORMATION................................................................................. Regional Sales Associate Tom Pickens SPX Transformer Solutions MOB 919-273-4152 Tom. PickensQsox. com Channel Partner Jim Houlihan Lewis Associates MOB 303-232-7273 timalewisassociatesinc. com Territory General Manager Stewart Cox SPX Transformer Solutions MOB 480-861-9351 Stewart.Cox(cDspx.com Confidentiality Not". This document contains contain privileged and confidential information belonging to the sender. The information is intended only of the use of the individual or entity named above. If you are not the intended recipient or addressee, you are notified that any disclosure, copying, distribution or taking any action based on the contents of this information is strictly prohibited. If you have received this document in en -or please immediately notify the sender by telephone to arrange for return of the original documents. u 2012 SPX Transformer Solutions, Inc. City of Fort Collins Invitation to Bid — 7645 Changing High Side De -Energized Tap Changer (DETC) and Testing ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by City or a third party, (iii) accident, fire, flood, or acts of God; or (iv) inaccurate or incomplete information or data supplied or approved by City. City shall defend and indemnify Service Provider for any loss or damage of Service Provider arising out of clauses (i) through (iv) above and any breach by City of its covenants and obligations under these Terms. 16. Remedies — Revise the second line to read as: "...be allowed a period of ten (10) days within which to initiate a cure to said default..." 18. Indemnity/Insurance a. The following modifications shall apply to this section: - Insert "third party" between "all" and "actions" in the 2no line. - Insert "negligent" between "the" and "performance" in the 51" line. 21. Prohibition Against Employing Illegal Aliens C. Delete this clause. Insert the following new section: 24. Limitation of Liability. Service Provider shall in no event be liable 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 Service Provider's acts or omissions. Under no circumstances shall Service Provider's liability to the City exceed 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. Exceptions to Exhibit A — Insurance Requirements: 1. Clause below First Paragraph — Insert "from Service Provider" after "Collins" in the 3rtl line. Exceptions to Exhibit B — Confidentiality: Fourth Paragraph — Insert "or is known by Service Provider prior to such disclosure by the City, or was independently developed by Service Provider without the aid, use or application of the City's confidential information, or was provided to Service Provider by a third party not under an obligation of confidentiality" between "Agreement" and "or (b)" in the 4" line. Fifth Paragraph — Insert "provided, however, that Service Provider shall retain a single copy of all such information for record keeping purposes, subject to the provisions of this Confidentiality Agreement" after "access" in the 5'" line. Page 2 of 2 05/28/14 SPX i &'AUKESHA SPX Waukesha Crew Leaders Technical Bios — Western Region Guy Coffey - West Region Service Manager c 20 years' experience erecting substations and power plants 0 7 years working with Waukesha Service o Project management experience with projects valued to S45M o Safety professional specializing in HV electrical, deep tunnel projects, and fall protection. Possess 10 & 30 hour card. OSHA authorized 500 trainer o Commercial electrical license o Formal education in digital/analog technologies o TWIC holder o Personal values stress —Safety, Honesty, and Quality in a team • Greg Kinker - Senior Planner 0 10 years of experience in the Power industry o 6 years of experience in Customer Service Management and Office Management 0 7 years of experience in Warehouse Supervision and Management o Skilled in Purchasing, vendor research and comparison, purchase order processing o Computer Skills: MS Excel, MS Word, MS Outlook and Outlook Express, MS Power Point, MS Project, MS Access, Lotus Notes, Peachtree Accounting, SAP, Adobe Photoshop, Adobe Illustrator, AutoCAD 2000, Final Cut, Logic, Cakewalk o OSHA 10 hour card holder Stephen Cooley - Planner Testing Specialist 0 23 years factory and field experience with SPX Waukesha, Delta Star, and North American transformer o CA and test technician for factory test departments at North American Transformer and Delta Star. o Extensive background in the installation, startup and commissioning of transformers including domestic and foreign transformers. o Extensive background in mechanical maintenance of transformers — regasketing, bushing and other component replacements, leak repair, etc. o Experienced electrical tester for field acceptance testing including Doble testing, CT testing, TTR, Insulation resistance, DC winding resistance, and FRA testing. o Strong electrical controls and LTC Regulation knowledge. o LTC maintenance experience: FPE TC 25, 525, 546, Westinghouse UTT, Allis Chalmers TLH-21, GE LRT-200, 72, 82, LR-500MU, and McGraw 550. o CAL -OSHA certified confined space rescue o OSHA 10 Hour certification for construction safety SPX Waukesha Crew Leaders Bios — Western Region Page 1 of 4 SPX i *AUKESH& • Steve Nickels - Senior Field Technician 0 21 years of transformer experience with SPX Waukesha and US Transformer. 0 13 years of factory experience at US Transformer repair facility in Idaho. Internal inspection, failure identification, LTC maintenance, and tanking and untanking transformers. o Extensive background in the installation, startup and commissioning of transformers including domestic and foreign transformers. c Certified Emergency Medical Technician and CPR instructor o LTC Maintenance Experience: FPE TC 25, 525, 546, Westinghouse LITT, URT, UTS, UVT, Allis Chalmers TLH-21 & TLS, GE LRT-200, 72, 82, LR- 500MU, and McGraw 550. o Lead LTC retrofit efforts from A/C TLH-21, FPE TC525, and FPE TC546 to RMVII. Strong internal repair expertise: lead repair, internal inspection Experienced electrical tester for field acceptance testing including Doble testing, CT testing, TTR, Insulation resistance, DC winding resistance, and SFRA testing. • CAL -OSHA certified confined space rescue o OSHA 10 Hour certification for construction safety Ed Petersen - Senior Field Technician 0 21 years manufacturing and maintenance on all types of transformers 0 15 years in factory rewinding, repairing, and rebuilding all types of transformers. 0 8 years as manufacturing manager o Have a strong background with all phases of installation and testing of all brands of transformers o Specialist with LTC maintenance and repair unit types include: o FPE TC 25, 525, 546 o Westinghouse UTT, UTTB, URT, URS o Allis Chalmers TLH 21, TLS o GE LRT 200, LR 68, LR 72 LR 500 o McGraw 550 o LTC retro fits using RMV II for: o TLH 21 o FPE 525 o FPE 546 o Certified in ISO 9001 as an auditor o OSHA 10 Hour Card SPX Waukesha Crew Leaders Bios — Western Region Page 2 of 4 SPX Frank Brown - Field Technician 0 15+ years heavy industrial experience with controls/startups/commissioning o SBCCI Master Electrician o Experienced with NFPA 70E o Experience with industrial controls o Fujitsu Certified DC Installer Level III o Experienced Tyco 5-35kv splicer o Experienced with AC uninterruptable power systems o OSHA 10 hour certification Chris Whilden - Field Technician 0 7 years field experience with SPX Waukesha. o Experienced in mechanical maintenance of transformers — regasketing, bushing and other component replacements, leak repair, etc. o Doble testing, CT testing, TTR, Insulation resistance, DC winding resistance, and SFRA testing. o Strong electrical controls and LTC Regulation knowledge. o LTC maintenance experience: ABB: UZE, UZF, Allis Chalmers: TLB, Federal Pacific: TC-15, 23, 546, 525, Ferranti Packard: NEI, GE: LR-65, 83, LRT-48.. 59, 72, 200, McGraw Edison: 550A, 550B, 550C, 996, 396B, V2-A, Maloney: MA-2, MB-2, Reinhausen: RMT-1, RMV-1, RMV-II, Siemens -Allis: TLH-20, 21, Waukesha: UZD, Westinghouse: URT, UTT OSHA 10 o TWIC Holder Larry Rhodes — Field Technician 0 28 year experience with distribution and transmission o Strong testing skills related to breakers and transformers include Power factor, TTR, Impedance, CT, and Winding resistance o Power breaker inspections and overhauls o Troubleshooting skills o Relay testing and commissioning o LTC inspection and repair most manufacturers o UZE, UZF, UZD, Allis Chalmers TLH 20 & 21 also single phase regulators TLF TLJ, GE ML32, FPE 546,525, GE LRT 200, 200-2 , LRT 500, Westinghouse UVT,UVW,URT URS,UTT, McGraw 550 A,B,C. ReinhausemRMV-2 ,RMV- 1,RMT-1. Maloney MA-2 Transformer vacuum and oil filling experience o Mobile transformer installations o Relay protection formal training o OSHA 30 card holder SPX Waukesha Crew Leaders Bios —Western Region Page 3 of 4 SPX , i *'AwESHm Jeff Jones — LTC Specialist 0 30+ years of experience with tap changers and controls o Transformer installation. control wiring, and troubleshooting of transformer controls and tap changer controls. o Maintain and troubleshoot on -load and off-load tap changers manufactured in the United States, Germany and Sweden o Specializing in Westinghouse type, UVT, LITT, UTS and URT tap changers. Reinhausen type, UVT, RMVI, RMVII, and RMT tap changers made in United States. Reinhausen type, M, MS, D, F, G, R, T, V, and H tap changers + motor drives MA7, MA7/8. MA9 and MA4 made in Germany. ABB type UZE, UZF,UBB, UCG, UCL, UCD, AND UCC tap changers + motor drive BUE, BUB and BUL made in United States and Sweden. General Electric type LRT 200 and LRT 400, 500/700 tap changer. o Off load tap changers manufactured by Westinghouse, ABB and Reinhausen, Federal Pacific and McGraw load tap changers. OSHA 30 card holder Randy Cox — Senior Service Technician / Operations Supervisor o LA and TX Service Centers Operations Supervision 30+ years of experience with substation diagnostics and maintenance SPX Waukesha Crew Leaders Bios — Western Region Page 4 of 4 SPX NfAUKESHm SPX Reference List — Oil Degassing / Vacuum Oil Processing / Leak Repair Electrical Testing / Re -gasket GSUs / Autos / Power up to 500kV NAME ADDRESS PHONE CONTACT SERVICES PERFORMED National Grid 55 Bearfoot Road 508-421-7879 Phil Prout Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Northboro, MA 01532 Testing, Oil Filling, Regasketing GSU / Auto / Power up to SOOkV PSE&G 80 Park Plaza, T12 973-430.5109 Paul Morakinyo Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Newark, NJ 07102 Testing, Oil Filling, Regasketing GSU / Auto / Power up to S00kV Xcel Energy Various Location in CO 303-571-3368 Tom Matson Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Testing, Oil Filling, Regasketing GSU / Auto / Power up to 500kV AEP —South Texas Various Locations TX 956-367-1016 Pete Gonzalez Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Testing, Oil Filling, Regasketing GSU / Auto / Power up to SOOkV PG&E Various Location in CA 510-504-7354 Mike Sasse Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Testing, Oil Filling, Regasketing GSU / Auto / Power up to S00kV MidAmerican Energy 106 E e Street 563-333-8152 George Spurgetis Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical Davenport, IA 52801 Testing, Oil Filling, Regasketing GSU / Auto / Power up to SODkV WE Energies S00 S. 116 Street 414-944-5561 Don Borkowski Transformer Oil Degassing, Vacuum Oil Processing, Leak Repair, Electrical West Allis, WI 53214 Testing, Oil Filling, Regasketing GSU / Auto / Power up to SDOkV San Diego Gas & Various Location in BSB-S41-5992 Steve Muscarella Transformer oil Degassing, Vacuum Electric Southern CA Oil Processing, Leak Repair, Electrical Testing, Oil Filling, Regasketing GSU / Auto / Power up to SOOkV SPX Waukesha Partial Reference List Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE LDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFOROED BY E POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), THOR17ED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, _ IMPORTANT: If the cwtlfcam holder Is an ADDITIONAL INSURED, the policy(Ies) must be endorsed. 8 SUBROGATION t bject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer ri the certificate holder In lieu of such endorsement(s). `e PRODUCED rnNrAm HALF: m V Aon Risk Services Central, Inc. m PHONE (61� 0$6-536E 6) 4 IMC. Nw EaG: 1 sl Grand Rapids MI Office a E2 L 171 Ipnroe Avenue, M.M. p suite 525 ADDRESS' _ Grand Rapids mI 49503 USA MSIMmgs)AtsDRml MAICS solutions. Inc. Corporate Place 77 USA MSURER B: INSURCRC: MSURERO: NSURER E: INSURER F: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO NSURED NANIED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE 'D HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN S. Dmlts shown are as requesled LTR TYPE GFINa1MANCE mm YND muL NIa18IX n pyyySfty 11NT8 A A GENEML LIABILITY X CDraErxXaL GENERAL LUBILRY 0..vas-alAOE ❑X OCCUR L Products Cwenge 1toD G2732922611101 SIR applies per poAe, Can ions 1/O1/2015 EACN1 OCCURRENCE $5,000,000 PnlMI8E5 lea 55,000.000 NEO ExPIAayene Pwaml X C dusl Uabmy Excludes Products PEgBONALa ADV N1URY SS,000,000 441 GENERAL AGGABOATE S25,000,000 QNL AGGREGATE IIMTAPRIES PER: PROg1CfS-CUNI'IOPADG S10,000,000 X PP.NY PDD LCC A AUyGtpmDI ly�yy IS A 01 1{ ED S CCLBNJiltaseMMILSINGLE LOAF 32,OD0,000 x ANr AVro e0otr eDlnir(Prpurl) eootrlwun WNamtllrnl N.LowNEO satoutEo AUros AUTOS X WREDAU'Rxt X NoN NED ALR� PriOPERTY DALW,E Cbr a�YrA Nrlef4ilAllAB OCCUR P}rHOWxaFNCE X eC855 LUB CLAINmuwae�z GEENTKN B A WORKERS COMPENSATION AND lmPLOYBRS'LWILT' YIN ANYPROPRICTORl XCUIERIExECGTIec N GFFlCERIMLMOErt EMfYVMm mlAnDalow F N10 A it States 5C 876291 MI Ol/01/i01401/01/2015 1/01 2 x YIC STATUL pTN TORY LMTS Pq E.L. EACH ACCIDENT $1,000.000 E.L. DISEASE.EA EMPLOYEE S1,060,000 11 yyeesA®oiaa uribr DE94APigN OF OPEMIIOMS Mbw E1.DI9EA96PCRICY LmR Il, OOD, 000 A Excess WC MCu C47376308 0110IJ2014 01/DInOIS EL Each Accident $1,000,000 mi. OH EL Disease - Policy S1,000,000 bL SIR applies per policy ter is & condi ions el. Disease - Ea Cap S7.000,000 DeieRVTx]N of GPEMTIDIBlLOD Nb lYENC ACORO IN.Aa418enY RPnnma SNrd,w, flnrm sP.umnmdM Limits Of Liability shown r Genera iabi lity policy pxst 427329214 are in excess of •self Insured Retention of S250,000 per occurrence. Limits of Liabili nown or erS' Compensation policy #WCU C47876308 are in excess of a self Insured RecAntian of S1,000.000 per o rren CERTIFICATE HO `i rv0airT1lt rNCCha ACORD 25 (2010105) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED DEFORC THE EXPIRATION DATE THEREOF, NOTICE WILL BE OEDVEREO M ACCORDANCE WITH THE P4iLlCYPROV1&OH5. Solutions, Inc. AUTHORIZED REPREeEMTATNE Corporate vlace crJ tstem 77 USA 01988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD sIMX Table of Contents _Li WAUKESHA IVSCOPE OF WORK........................................................................................................................4 tPERFORMANCE...........................................................................................................................5 CLARIFICATIONS TO SCOPE OF WORK...................................................................................6 SCHEDULE OF PRICING.............................................................................................................6 E)COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS.......................................................7 TERMS & CONDITIONS STATEMENT........................................................................................7 CUSTOMER AUTHORIZATION... .......................... ................................................ ............................ 8 SPX STANDARD TERMS & CONDITIONS..........................................................................................9 FIELD SERVICE RATE SCHEDULE..................................................................................................11 9 2012 SPX Transformer Solutions. Inc. 1 3 SI'X. IV SCOPE OF WORK i r1►AUKESHA" SPX Transformer Solutions is pleased to provide crew and equipment to perform the following scope of work: Location: City of Fort Collins - 8 substation sites: 200 / 300 / 501 / 502 / 600 1700 / 800 / 900 Old DETC New DETC Sub Xfmr Manu SIN Imo DOM kV MVA Position Pot on 200 T1 MAGNETEK A1a80T 11.73 1993 115/13.8 30/40/50 D C 200 T2 MAGNETEK A1303T 11.71 1991 115/13.8 30/40/50 D C 300 T1 WAUKESHA A6565T 11.62 2008 115113.8 30/40/50 D C 300 T2 WAUKESHA A6566T 11.89 2008 115/13.8 30/40/50 D C 501 T1 RTE/ASEA A6206 11.7 1981 230/13.8 30/40/50 D C 501 T2 RTE/ASEA A6205 11.8 1980 230/13.8 30/40/50 D C 502 T3 ABB SLL9430-2 11.67 1998 230/13.8 30/40/50 4 3 502 T4 ABB SLL9430-1 11.71 1998 230113.8 30/40/50 4 3 800 T1 WEST SLH50871 11.51 1986 115/13.8 3QI40/50 4 3 600 T2 WEST SLH50872 11.44 1986 115/13.8 30/40/50 4 3 700 T1 WEST SLM53552 11.5 1988 115/13.8 30/40/50 4 3 700 T2 WEST SLM53551 11.3 19W 115/13.8 30/40/50 4 3 800 T1 WAUKESHA A4906T 11.89 2001 115113.8 30/40/50 D C 800 T2 WAUKESHA A4174T 11.77 2001 115/13.8 30/40/50 D C 900 T1 WAUKESHA A6532T 11.54 2008 230113.8 30/40/50 D C 900 T2 WAUKESHA A6533T 11.41 2008 1 230/13.8 30/40/50 D C SPX to Sf1DD1V • Qualified crew member (1 technician). • Tools and test equipment to perform the required tests. • Hard hat, safety glasses, steel toe shoes, and safety harness when working on top of substation transformers. • SPX service planner (Project Management) to schedule work and follow up on reports. • Review of testing immediately following the required tests to confirm "OK to re -energize°. City of Fort Collins to Suooly • Qualified Project Manager and two (2) Substation Techs to assist with the work. • Supply and erection of scaffolding/ladders etc., to work on the transformer. • Circuit switching and LOTO and grounding with approved safety methods to complete the work. • Access to the equipment for trucks and crews and unrestricted work hours. • Oil testing post tap change. • 120V AC power for the Contractor's test equipment © 2012 SPX Transformer Solutions, Inc. sFOx NAUKESHA' Scope of Work: General This section covers procedures and testing on 115KV and 230KV substation power transformers when performing a De -energized Tap Changer (DETC) change. All switching operations, disconnection, isolation, including racking of breakers and opening high side and low side breakers, and equipment grounding shall be performed by Utility personnel. SPX shall verify that the transformer(s) are de -energized and grounded prior to commencement of work. All clearances shall be taken by Utility personnel. Where SPX will be working on Utility equipment a joint clearance shall be issued to Utility personnel and SPX from the SCO operations center. All pertinent safety regulations shall be rigidly adhered to. Scope of Work The work shall include changing tap positions of the DETC and associated testing on sixteen (16) 115KV and 230KV substation power transformers (see chart pg. 4). This shall include SPX furnishing equipment, labor, and materials to complete the work. Major components of the work include: Y Change the De -energized Tap Changer (DETC) position on each 30140150MVA 115KV and 230KV substation power transformers from their as found tap position to the specified position as indicated in chart pg. 4 of quote. Note: Prior to this date, the DETCs have not been operated or have not been operated for an extended period of time. SPX assumes that DETCs of each transformer will operate property. If any issuesrproblems with the operation of the DETCs are discovered, SPX shall notify customer immediately of any issuesrproblems, and discuss possible fixesrrepalr. Any additional workscope (oil draining, oil storage, DETC troubleshooting, repair, vacuum oil filling, etc.) is not included in base scope and are at additional cost and will require separate mobrdemob for added equipment & personnel. If DETCs operate property, SPX shall be responsible for making the physical tap change & testing per SOW as scheduled. Y Perform transformer testing pre and post DETC change to verify condition of the transformer. Y One transformer per week will be changed. SPX shall assume one mobilization per week. Detailed scope (per transformer): Y Mobilize SPX service technician to each substation site Y Confirm LOTO. Set up work area. Y Perform a visual inspection of the transformer. Y Perform the following Pre -testing (before tap changes): o Transformer turns ratio (TTR) o Winding resistance test all tap positions > Operation of DETC(s): Change tap positions from as found to required position Y Perform the following Post -testing (after tap changes): o Winding resistance test all tap positions o Transformer turns ratio (TTR) in the as -left position o Insulation resistance (Megger) o Power factor (Doble of windings and capacitance -type bushings) Y SPX to demobilize personnel & equipment from site. Y Provide field report and test report. `d PERFORMANCE Work is quoted based upon SPX Waukesha technician working on Wednesday each week (preferred by City of Fort Collins) between the hours of Gam — 4:30pm, per the City of Fort Collins standard work schedule. It is estimated that work scope will take 1 day per/transformer on site to complete, depending on weather conditions. Preferred Start Availability of service personnel and equipment is subject to prior sale 2014 0 2012 SPX Transformer Solutions, Inc. SPX i &AUKESHA -':-: CLARIFICATIONS TO SCOPE OF WORK Unless specifically address in scope of work, the following assumptions have been made in preparation of our offer: • Purchaser shall be responsible for switching, lock out and grounding of any equipment necessary to establish safe work area. • Purchaser shall provide suitable, free, clear, unlimited and compacted access route, roads and area around work location for access of service equipment. • Purchaser shall disconnect and reconnect all external protection, control and relay wiring, as required. • Purchaser shall disconnect and reconnect all external bushing terminations or bus work, as required. • Purchaser shall disassemble and reassemble any deluge systems, as required. • Waukesha® Service will compile all crating and waste material in designated area; however, purchaser shall be responsible for disposal of solid wastes. • Purchaser shall provide drum and dispose of all waste, flush and scrap oil generated in execution of work. • Purchaser shall provide communication and sanitation facilities. • No provisions have been included for secondary oil containment as may be required for compliance to local site SPCC programs. • If required, purchaser shall provide a PCB report showing PCB concentration of the unit within 90 days prior to start of scheduled work. • If PCB concentration is higher than 49 PPM, Waukesha® Service will be unable to complete the work. • If PCB concentration is 1-49 PPM, an additional decontamination charge will be assessed. Proper disposal of the oil shall be the responsibility of the purchaser. • When oil handling is part of work scope, Waukesheo Service prefers to have a metals -in -oil screen done prior to start of job to detect any potential silicone contamination. In the event that silicone is discovered during the processing, additional charges will apply for addition of anti -foaming compounds and a decontamination fee after completion of job. • Waukesha® Service intends to utilize its own personnel and equipment: however, if scheduling conflicts occur, Waukesha® Service reserves the right to hire subcontractors to assist with the work. SCHEDULE OF PRICING The pricing for the work scope as defined on pg. 4 is performance by 12/31/14, and is as follows Pricing Schedule: (1 transformer / 1 trip per week): Day 1: Mobilize to site (1 day): • 1 SPX service tech — mobilization to site w/expenses Day 2: DETC tap chance and testino— 1 transformer (1 day): • 1 SPX service tech — on site labor for DETC tap change & testing w/expenses Day 3: Demobilize from site (1 day): • 1 SPX service tech — demobilization from site w/expenses TOTAL PRICE: $4,500.00ttransformer • Payment terms and conditions are NET 30 and are subject to credit approval. • Unless specifically noted, prices do not include: o Any site specific or customer required access and/or safety training o Any special and/or site -specific safety, PPE or environmental requirements o Use of union labor o Local Sales or Use tax • Requested changes to work scope or delays outside the control of SPX Waukesha shall be billed in accordance with SPX Transformer Solutions' Technical Service Price List (attached). Q 2012 SPX Transformer Solutions, Inc S r=X 0 COMMENTS/EXCEPTIONS TO CONTRACT DOCUMENTS i ri►AUKESHA' • Redline to Appendix F - Example Service Agreement to be sent via e-mail, to Pat Johnson, Per Addendum #1 prior to June 3fd bid opening. iY TERMS & CONDITIONS STATEMENT • Work shall be performed in accordance with SPX Transformer Solutions — Service & Components Division Terms and Conditions of Sale (attached) • Bid is valid for a period of 60 days. • All P.O.s / Contracts / Agreements to be addressed to the following: SPX Transformer Solutions, Inc. 400 S. Prairie Ave. Waukesha, WI 53186 SPX Waukesha thanks you for the opportunity to provide a quotation for this work. We look forward to your consideration of this offering and welcome any questions you may have regarding this quotation for your service requirements. Best Regards, Tom Pickens !/ Regional Sales Associate SPX Transformer Solutions, Inc. Ph# 919-2734152 Fx# 208-361-2024 E-mail: Tom.Pickens(a)sox.com @%2012 SPX Transformer Solutions, Inc. SPX. CUSTOMER AUTHORIZATION i iIIAUKESHA Customer hereby requests that Waukesha Service perform the above -referenced Services in accordance with the provisions of this quotation, 9121463, including all commercial terms and clarifications and forms the basis of contract with SPX Transformer Solutions, Inc. Customer's Authorization / Purchase Order Number for Accounting Purposes: Billing Address: By: _ Name: Title: Date: 0 2012 SPX Transformer Solutions, Inc. 16 i WAUKESHA SPX TRANSFORMER SOLUTIONS - SERVICE & COMPONENTS DIVISION TERMS AND CONDITIONS OF SALE 1. ACCEPTANCE AND GOVERNING PROVISIONS. No orders for services and/or goods (individually and collectively, 'Work,") are binding upon Seller until accepted in writing by an authorized representative of Seller. Sellers acceptance of Buyer's order is conditioned upon Buyers acceptance of these terms and conditions (the "Terms") and Buyers agreement to be bound by and comply with these Terms. These Terms and the terms of Seller's quotation, and all referenced attachments constitute the entire agreement between Buyer and Seller, and no amendment or modification shall be binding on Seller unless signed by an authorized representative. Seller's failure to object to provisions contained in any purchase order or other document of Buyer shall not be construed as a waiver by Seller of these Terms or an acceptance of any such provisions. Any conflicting or additional terms or conditions set forth by Buyer in a purchase order or other document are not binding upon Seller, and Seller expressly objects to them. 2. LIMITED WARRANTY. (a) For a period of one (1) year from the date of performance of services or delivery of goods under the order accepted by Seller, Seller warrants, to the original purchaser, the services performed by or on behalf of Seller to be free from defects in workmanship and the goods manufactured by Seller to be free from defects in title, material, and workmanship. (b) If within such period it shall be proven to Sellers reasonable satisfaction that any services or goods are defective, then such services shall be corrected and, at Sellers 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. Sellers obligation is conditioned upon Seller's receipt of written notice of any alleged nonconformity or defect within 10 days after its discovery and, with respect to goods, at Sellers option, return of such goods to Sellers factory, with all freight and insurance to and from the repair facility to be at Buyers 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 manufacturers warranty, which shall provide the exclusive remedy for any defect. (c) The foregoing warranties state Seller's entire warranty, and Buyers sole and exclusive remedy related to the Work. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO WARRANTY OF ANY KIND WHATSOEVER, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (d) This warranty shall not apply to any loss or damage resulting from: (i) normal wear and tear; (ii) alteration, neglect, misuse, abuse, or improper installation, operation, maintenance, or storage by Buyer or a third party; (iii) accident, fire, flood, or acts of god; or (iv) inaccurate or incomplete information or data supplied or approved by Buyer. Buyer shall defend and indemnify Seller for any loss or damage of Seller arising out of clauses (1) through (iv) above and any breach by Buyer of its covenants and obligations under these Terns. 3. PATENTS AND TRADEMARKS. (a) If notified promptly by Buyer in writing and provided with authority, information, and assistance, Seller shall defend or may at any time settle, at Seller's option, any suit or proceeding alleging that any goods designed and sold by Seller pursuant to the order accepted by Seller infringe any U.S. patent or trademark. Seller shall pay any damages awarded in such suit or proceeding up to the amount of the depreciated purchase price of such goods. In the event any such goods are held to constitute such infringement and the use of the goods is enjoined, Seller shall, at its option and expense: (i) procure for Buyer the right to continue using the goods; (ii) replace the goods with non -infringing goods; (iii) modify the goods so that they become non -infringing; or (iv) remove the goods and return the depreciated purchase price. The foregoing constitutes the entire liability of Seller and the sole and exclusive remedy of Buyer for patent or trademark infringement related to the goods. (b) Notwithstanding the foregoing, section (a) above shall not apply to any suit or proceeding alleging infringement resulting from or related to Sellers compliance with the specifications or design of Buyer or the use of goods of Seller in combination with other goods or materials. Buyer shall defend and pay any damages awarded in such suit or proceeding. 4. DELIVERY AND DELAY. (a) Unless otherwise agreed to in a writing signed by Seller: (i) goods shall be delivered FCA Sellers Premises, with delivery to the initial carrier constituting delivery to Buyer (Incolermso 2010); (ii) title to the goods and risk of damage or loss shall pass to Buyer upon delivery to the initial carrier; (iii) transportation costs shall be paid by Buyer; and IN) Buyer shall have sole responsibility for filing any claims with any carrier for delay, loss, or damage. (b) Dates of delivery or other performance are estimates and are based on timely receipt from Buyer of accurate and complete approved drawings and technical data. Seller shall not be liable for any delay beyond its reasonable control or caused by accident; bad weather, embargo; act of Buyer or third parties; labor disputes; national emergency; riots; non -delivery of suppliers; delays of carriers or delivery agents; inability to obtain labor, materials, or manufacturing facilities; acts of God; or government restrictions, prohibitions, or requirements. In the event of any such delay, Sellers time period for delivery or performance shall be extended accordingly. Regardless of the cause, Seller shall have no liability for penalties of any nature as a result of a delay. During any period of shortage due to the stated or similar causes, Seller may prorate its supply of material among its internal demand and its customers in whatever manner it chooses. (c) Buyer shall provide, at its own expense, ready and sufficient mutes and access for Sellers vehicles and equipment to all site(s) for services and delivery point(s) for goods, free of any and all obstructions, conditions, and insufficiencies that would impede or prevent the performance of services and/or the delivery of goods. 5. LIMITATION OF LIABILITY. (a) Except to the extent specifically provided under Section 3 above, Seller shall not be liable under any theory of relief, including, without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, or otherwise, arising out of or related to an order or Sellers acts or omissions for: (i) incidental, special, punitive, or consequential damages of any nature, including, without limitation, economic loss or damages, whether for loss of revenue and/or profits, increased operating costs, loss of use, cost of capital or substitute facilities and services, downtime costs, delay costs, claims of any third parties for any of the above, or otherwise; or (ii) any damage or loss in excess of the purchase price actually paid by Buyer. (b) Any action by Buyer must be commenced within one (1) year after the cause of action has accrued. 0 2012 SPX Transformer Solutions. Inc.