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HomeMy WebLinkAbout584385 POWERGRID SOLUTIONS INC - CONTRACT - SOLE SOURCE - POWERGRID SOLUTIONS LLCOfficial Purchasing Document Last updated 10/2017 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and POWERGRID SOLUTIONS LLC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Time of Commencement and Completion of Services. This Agreement shall commence on May 28, 2019 and shall continue in full force and effect until December 31, 2019. Services shall be completed no later than December 31, 2019. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Powergrid Solutions LLC Attn: Rob Martin 3110 Progress Drive Oshkosh, WI 54901 City of Fort Collins Attn: John Sisk PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 1 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, per the attached Exhibit C, consisting of five (5) pages, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. Updates to the Work or duties pursuant to such written consent shall not materially reduce the level of performance, functionality, security or availability of the Work or any associated deliverable to the City during the Term. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 2 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending eighteen (18) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit D, consisting SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 3 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Limited Liability. a. No Liability for Consequential Damages. In no event shall either party be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or any loss of revenue or profits, data, or data use, sales, goodwill, or reputation arising out of this Agreement. b. In the case of gross negligence or willful misconduct, the aggregate liability of Service Provider arising out of or related to this Agreement, whether in contract tort or otherwise, shall not exceed five (5) times the total amounts actually paid to Service Provider for the Work giving rise to the liability in the twelve (12) month period immediately preceding the event. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 4 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit B Light and Power Operations Special Conditions as well as Exhibit E, Confidentiality. Exhibit B consists of three (3) pages and Exhibit E one (1) page, attached hereto and incorporated herein by this reference. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 5 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: POWERGRID SOLUTIONS LLC By: Printed: Title: Date: SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 6 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Field Service Rob Martin 5/29/2019 Assistant City Attorney ll 6/4/2019 City Clerk Official Purchasing Document Last updated 10/2017 EXHIBIT A SCOPE OF SERVICES A. GENERAL. This section covers materials and equipment for the replacement of capacitor bank controls at Harmony Substation. All switching operations, including racking of breakers shall be performed by Utility personnel. The Service Provider shall verify that the capacitor bank(s) designated breaker(s) are racked out prior to performing any work inside the capacitor banks. All clearances shall be taken by Utility personnel. Where the Service Provider will be working on Utility equipment a joint clearance shall be issued to Utility personnel and the Service Provider from the SCO operations center. All pertinent safety regulations shall be rigidly adhered to. This includes but is not limited to the utilization of substation PPE which includes FR clothing, safety glasses, hard hats and steel toe boots. B. SCOPE OF WORK. The work under these specifications and documents shall include decommissioning old controls, installing new controls, repurposing CT wiring for relaying and verifying that each capacitor bank is fully functional. Prior to any field service trip, shop drawings must be provided and approved by the City. It will be Service Provider’s responsibility to determine which equipment must be removed and new equipment to be installed to achieve completely operational cap banks. This includes utilizing the existing CTs for the Unbalance relay on the SEL 734. Major components of the work shall include: 1. Shop drawings approval by City. 2. Arrival and training. 3. Remove existing zero voltage close equipment and other controls as required. 4. Install and wire (3) SEL-734B controllers. 5. Verify wiring is correct. 6. Install settings in SEL-734B 7. Fully test cap bank controls and relays with City personnel. 8. Report on service conducted. C. CITY RESPONSIBILITIES. The City shall be responsible for the following: • Qualified Project Manager and at least one (1) Substation Tech to assist with the work • Racking out capacitor bank dedicated substation breaker • Provide any available drawings D. SERVICE PROVIDER’S RESPONSIBILITIES. The Service Provider shall be responsible for the following: • Qualified crew members • Tools and equipment • Overnight additional parts as required after inspection • Project coordinator to schedule work and follow up on reports SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 7 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 E. PROTECTIVE EQUIPMENT. The Service Provider shall be responsible for furnishing the required protective equipment for his or her employees. Proper PPE shall be worn at all times while in the substation. F. HOURS & SCHEDULE. The Service Provider shall provide both labor and material for this project on a lump sum basis. The working hours shall generally be from 7:00 am to 3:30 pm, Monday through Friday unless other arrangements are made with the City. The proposed schedule shall be mutually agreed upon by the City and the Service Provider based on the number of man days required to perform the work. The schedule may be revised based on the repairs to be made, weather, etc. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 8 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 EXHIBIT B LIGHT AND POWER OPERATIONS SPECIAL CONDITIONS SC.1 PROJECT MANAGEMENT. The coordination of all field work will be under the direction of the City Project Manager, who will be responsible for coordinating work between the Service Provider and the City of Fort Collins and for resolving any conflicts between the two parties regarding scheduling or coordination. The time of completion is of the essence of this contract and the Service Provider shall be responsible for performing the work in accordance with the specified schedule. If at any time the Service Provider’s work is behind schedule the Service Provider shall increase the work force for getting the work back on schedule. The City Project Manager will not be responsible for the assignment of personnel, or obtaining materials or supplies, or for any other services to the Service Provider except the coordination of work between Service Provider and as specifically set forth in these contract documents. SC.2 SERVICE PROVIDER’S SUPERVISION AT THE SITE. The Service Provider shall furnish adequate management, supervisory, and technical personnel on the site to ensure expeditious and competent handling of the work. A superintendent experienced in the work specified herein, who is a member of the Service Provider’s organization, shall be a resident of the project throughout the work. The superintendent shall be fully authorized to act for the Service Provider and receive whatever orders and notices may be given for the proper execution of the work. The Service Provider’s field organization shall include an experienced staff of qualified technical personnel to handle the work. SC.3 RELATIONS WITH OTHER SERVICE PROVIDERS. The Service Provider shall cooperate with all other Service Providers and City crews who may be performing work on behalf of the City in the vicinity of the work under this contract and shall conduct operations to minimize interference with the work of such Service Providers or workmen. Any difference or conflict which may arise between the Service Provider and other Service Providers, or between the Service Provider and the workmen of the City shall be resolved as determined by the City Project Manager. SC.4 METHODS OF FIELD OPERATION. The Service Provider shall inform the City Project Manager in advance as to the Service Provider’s plans for carrying out each part of the field work. Review by the City Project Manager of any plan or method of work shall not relieve the Service Provider of any responsibility thereof, and such review shall not be considered as an assumption of any risk or liability by the City or any officer, agent or employee therefor. The Service Provider shall have no claim because of the failure or inefficiency of any plan or method so reviewed. Any method of work suggested by the Project Manager, but not specified, may be used at the risk and responsibility of the Service Provider, and the City shall have no responsibility therefor. The Service Provider shall have no claim because of the failure or inefficiency of any plan or method so reviewed. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 9 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 The Service Provider shall comply with all applicable requirements of federal, state, and local codes and of all other authorities having jurisdiction over this work. The Service Provider shall be solely and completely responsible for conditions related to his or her work including safety of all persons and property during performance of the work. SC.5 PROTECTION OF PROPERTY. The Service Provider shall be accountable for any damages resulting from his or her operations. Service Provider shall be fully responsible for all structures including, but not limited to: existing fences, switchgear buildings, switches, overhead lines, overhead bus, insulators, gages, radiators, or any other equipment or structures located within the substation facility including any other devices in the cap banks. The Service Provider shall furnish and maintain all necessary safety equipment, including but not limited to: barriers, signs, warning lights and guards to provide adequate protection of persons and property. Repair of substation facilities and equipment, should damage occur, shall be as directed and approved by the City Project Manager. The Service Provider shall be solely responsible for the damage repair costs. Utility personnel will provide reasonable access to the site and be present on site for the duration of the work. SC.6 UNFAVORABLE CONSTRUCTION CONDITIONS. During periods of unfavorable weather, rain, wind, lightning, or other unsuitable construction conditions, the Service Provider shall confine operations to work that will not be adversely affected thereby. No outside work shall be performed under adverse conditions such as blowing dust, rain or snow. SC.7 REJECTED WORK AND MATERIALS. The Service Provider, upon written notice from the City Project Manager, shall remove from the premises all materials or work rejected as defective, unsound, improper, or in any way failing to meet the requirements. The Service Provider shall at his or her sole expense to make good all work damaged by such removal and shall promptly replace all unacceptable work and materials. If the Service Provider does not remove his or her rejected work and materials immediately after written notice, the City may remove and replace such work and materials at the expense of the Service Provider. SC.8 CONSTRUCTION AREA LIMITS. The Service Provider shall not trespass in or on areas other than those required to perform the work. The work will be performed in an energized electrical substation adjacent to overhead lines and aluminum bus with voltages of 230KV, 115KV and 13.8KV. When entering or exiting the substation with equipment, extreme caution must be exercised. If any contact is made with these facilities, injury or death is very probable. Under no circumstance shall the Service Provider work or have equipment outside the designated work area. A designated Utility employee shall be present at all times during the work. SC.9 PROTECTION OF SUBSTATION PROPERTY. Concrete pads, slabs, tower bases, retaining curbs and all other concrete structures and equipment within the substation shall be protected from chipping, gouging, scratching, staining, and other damage. Damaged property shall be repaired or replaced subject to the City Project Manager’s discretion and acceptance. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 10 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 SC.10 COOPERATION WITH THE CITY. The performance of the construction work that affects the operation of the City’s electrical system facilities shall be scheduled to be performed only at times acceptable to the City. SC.12 CITY CONTACTS. The City project contacts shall be as follows: Name Work# Pager# Cell# Project Manager John Sisk 970-221-6209 719-641-9358 Substation Tech Glenn Travis 970-218-4085 The City Project Manager will be responsible for all final decisions regarding the work. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 11 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC QUOTATION Powergrid Solutions LLC 3110 Progress Dr Oshkosh, WI 54901 920.232.8888 Fax: 920.232.8977 sales@powergridsolutionsinc.com Fort Collins Utilities Quotation Number: 221557 John Sisk Revision: D 5/14/19 RLM 700 Wood Street Date: 6/20/2018 Fort Collins, CO 0521 USA RFQ REFERENCE QUOTED BY FORT COLLINS ROB MARTIN PAYMENT TERMS FREIGHT TERMS F.O.B. Net 30 PREPAID Destination LEAD TIME 10 Weeks from receipt of order to factory completion. Lead Time may include milestones that must be met or lead times may be extended. Milestones may include dates for approval to purchase long lead time components and drawing approval. UNIT EXTENDED ITEM QTY DESCRIPTION PRICE PRICE 1 1 FIELD SERVICE - CAPACITOR BANK MODIFICATION $35,515.00 $35,515.00 FIELD SERVICE (SO50503) (3 Capacitor Banks) (Estimate 2-techs / 1-trip / 3-days on-site total) * Service trip by PSI for installation and wiring of the replacement capacitor controllers * Two days in-house engineering INSTALLATION ASSISTANCE OVERVIEW 1. Remove existing zero voltage close equipment 2. Install and wire (3) SEL-734B controllers 3. Verify wiring is correct 4. Install settings in SEL-734B 5. Test cap bank controls and relays with City personnel. 6. Report on service conducted BILL OF MATERIALS: 3 - SEL-734B Controllers 1 - Misc. wire, cable, etc Schedule: 3 weeks after reciept of PO - Design Submittal 2 weeks customer approval 6 weeks after approval - Field Service will install and test the new controllers Page: 1 SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 12 of 18 EXHIBIT C POWERGRID SOLUTIONS QUOTATION DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC (each capacitor bank update will take 1/2-1 day to complete) SPECIFICATION EXCEPTIONS & CLARIFICATIONS: * This specification reflects Powergrid Solutions’s best interpretation of specification REPAIR AND MAINTENANCE OF BASE CAPACITORS - FY-15. Powergrid Solutions expects the customer to review quote thoroughly to insure that we correctly interpreted their scope of work for this bid. Please consult the factory with any changes/additions for the price impact. * Powergrid Solutions Inc. limits the scope of supply for this quotation to the equipment and services listed above. Peripheral equipment & any equipment/services that is not listed within this quotation, is not included and is to be provided/installed by others. (Equipment/services not included and not limited to: Off-Loading/Rigging, Installation, and Permits etc). GENERAL COMMENTS & CLARIFICATIONS: * Actual lead times may vary based on receipt of purchase order and/or manufacturing plant capacity. * Any requested changes and/or additions of this equipment, above and beyond this quotation - may result in additional charges and may cause a re-schedule of the order. All requested change orders must be in written format and approved by both parties for any changes and/or additions to occur. * It is the purchaser's responsibility to assure the fuses offered will coordinate with other protective devices and protect the transformer. * In reference to the lead-time quoted - Exact delivery lead-time is based on time required for drawing approvals to be returned from the customer and plant loading at time of project release. * This quotation includes one (1) submittal; requests for re-submittal of drawings due solely to the Customer may result in additional charges and may cause a re-schedule of the order. * Manufacturer names and component types listed are to establish a standard of quality. Because of component lead-times and marketing considerations, equivalent components may be provided. * Exterior nameplates will be 2 ply gravoply (1" x 3") with 3/16" lettering. White background with black lettering is standard, black background with white lettering can be supplied, if preferred. All interior component labels/nameplates will be supplied as an adhesive backed "thermally" computer imprinted (smudge proof) paper label. * All incoming and outgoing wire, cable, lugs and terminations to be by others, unless otherwise noted. * Dimensions indicated above are approximate and are not for construction purposes. *Line-up is not UL Listed. Equipment is built to ANSI standards. Unless we have Page: 2 SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 13 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC otherwise noted, exception is taken to compliance to any other standards or codes. * Standard Green (Munsell 7GY 3.29/1.5) or Gray (ANSI 61 or ANSI 70) paint finish included, other paint colors available at an additional charge ($). * Powergrid Solutions, Inc. has made no provisions for a relay/coordination study and is not included in this quotation. * Customers are always welcome for inspection and witness testing at our Oshkosh WI. Facility, with 2-weeks of prior notice from the customer, as long as our shipping schedules are not delayed. We have not included formal witnessing or testing in our quoted price; our standard cost to the customer for this is $1,500.00 for the first day, $750.00 for the second day. All lodging and transportation expenses are the responsibility of the Customer. * Payment terms: 100% net 30 days from date of invoice. * Price quoted is in USD. * Price does not include any Federal and State Sales Taxes that may be applicable. * Please provide tax exemption certificate with the purchase order. If sales tax is not charged, the burden falls on the purchaser. * Powergrid Solutions, LLC. Terms & Conditions of Sale (QSF 721-04-01) apply to this quotation, unless specifically waived or modified. * Limited Liability - No Liability for Consequential Damages. In no event shall PowergridSolutions Inc. accept or be liable for any damages whatsoever (including, but not limited to: damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the inability to install/service/operate Powergrid Solutions Inc. products. * Delivery Delays - If drawing approval is delayed & exceeds 4 weeks after being submitted to the customer - Powergrid Solutions LLC may submit an invoice for the engineering time involved - payable upon receipt, and based on when approval is finally received - may result in additional charges. If shipment is delayed due to customer's cause or request - Powergrid Solutions LLC. may submit an invoice for the expenses involved - payable upon receipt and the price is subject to escalation at the rate of 1% per month, or a portion thereof, until shipment. Storage charges are not included and are in addition to escalation. * Powergrid Solutions, LLC. standard warranty applies to this quote, 18 months from ship date or 1 year after energizing equipment (which ever comes first). * Quotation is based on current copper and steel prices on the date quoted. Surcharges may be applied at the time of order and/or time of material order placement due to copper and steel price increases. * Delivery lead time shown is to approximate time to domestic USA port; not to offshore location. * Export packaging, duties, tariffs, taxes, and customs charges are not included. Page: 3 SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 14 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC * PLEASE NOTE: FREIGHT IS INCLUDED IN THE QUOTED PRICE. Shipping lead times are subject to change due to component availability and plant loading at the time the project is released for manufacture. Pricing does not include provisions for any prevailing wage requirements. Additional charges may apply if a requirement exists. Prices quoted are only guaranteed until 2/20/2019 Page: 4 SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 15 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC TERMS AND CONDITIONS OF SALE The following conditions of sale shall govern the sale of any equipment, apparatus, process, services, or other product, hereafter referred to as "product". Applicable Terms and Conditions Powergrid Solutions (hereafter referred to as Powergrid) hereby gives notice of its objection to any different or additional terms and conditions. This sale is expressly conditional on Purchasers' assent to the terms and conditions stated below. If not previously given, Purchasers' acceptance of product is conclusive as to this assent. Unless different or additional terms and conditions are stated or referred to in the Powergrid proposal, in which even such different or additional terms and conditions shall be exclusive as to the particular subject covered, in the terms and conditions stated below apply. Such terms and conditions supersede any prior to contemporaneous agreements or correspondence between the parties. Quotations Each quotation is valid for 30 days from its date unless otherwise stated in the quotation. Prices Prices stated on the seller's acknowledgement for order, items or quantities thereon, for which the release for manufacturing is no longer than 90 days after customer receives final drawings are not subject to upward or downward adjustments. Minimum order charge is $250.00 USD. Taxes The price does not include any federal, state or local property, license, privilege, sales, use, excise, gross receipts or other like taxes which may now or hereafter be applicable. Payment by Powergrid of any such taxes shall be for the account of the customer. Terms of Payment 1. Payment terms are Net 30 days from the date of the invoice. 2. If, in the judgment of Powergrid, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, then Powergrid may require payment in advance or cancel any outstanding order, whereupon Powergrid shall be entitled to receive cancellation charges per Table A. If delivery is delayed by Purchaser, payment shall become due on the date Powergrid is prepared to make delivery. Delays in delivery or non-conformities in any installments shall not relieve Purchaser of its obligation to accept and pay for remaining installments. 3. If payments are not made when due, Purchaser shall pay, in addition to the overdue payment, a late charge equal to the lesser of 1.50% per month or the highest applicable rate allowed by law on all such overdue amounts. 4. Progress payments are not refundable unless agreed to in writing by Powergrid. Delivery Unless otherwise specified, all products are shipped F.O.B. point of shipment, regardless of transportation costs being allowed, prepaid or collect. Shipping Schedules Shipping dates are approximate and are based on receipt of complete information with the order. If drawing approval is required, drawings must be returned on schedule to maintain estimated shipping date. Change in shipping date due to vendor delays, production interruption or changes by the customer shall not hold Powergrid responsible for penalties, back charges or incurred cost. Drawing Approval and Changes Unless mutually agreed upon, Powergrid requires approval of submittal drawings. Such review, comment and/or approval must be received by Powergrid prior to commencing with manufacturing. Customer agrees to release for manufacturing all equipment no later than 60 days after receipt of final corrected drawings for approval. Purchaser's failure to comply with this requirement could result in delays in performance and increased costs. Where Purchaser's specifications are not sufficiently detailed, Powergrid reserves the right to design the product in line with, in Powergrid's judgment, good commercial practice. If, at any time, the Purchaser makes changes to the contract design as covered in the project specifications, the contract shall be subject to renegotiation of the price terms and delivery to reasonably cover any additional costs and commitments occasioned by the change. Shipment Damage Except in the event of F.O.B. destination shipments, Powergrid will not participate in any settlement of claims for concealed or other shipment damage. When shipment has been made on an F.O.B. destination basis, the Purchaser must unpack immediately and, if damaged is discovered, must: 1. Not move the product from the point of examination. 2. Retain shipping container and packing materials. 3. Notify the carrier of any apparent damage in writing on the carrier's delivery receipt and request the carrier to make an inspection. 4. Notify Powergrid within 72 hours of delivery. 5. Send Powergrid a copy of the carriers inspection report.. Force Majeure Powergrid shall not be liable for failure to perform or for delay in performance due to any cause beyond it's reasonable control, fire, flood, strike or other labor difficulty, act of God, natural disasters, act of governmental authority or of the Purchaser, riot, act of war, terrorism, vandalism, criminal activities by others, embargo, fuel or energy shortage, car shortage, faulty castings or forgings, wrecks or delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities from usual sources. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be exceeded by a period of time reasonably necessary to overcome the effect of such delay. Official Purchasing Document Last updated 10/2017 EXHIBIT D INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall be $2,000,000 per occurrence and in the aggregate for Commercial General and $2,000,000 combined single limits for Vehicle, for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 17 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Official Purchasing Document Last updated 10/2017 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 18 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC AZZINC0 -01 RBUSTER ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 2/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rii;ihts to the certificate holder in lieu of such endorsement(s). PRODUCER S9r-!!ACT Rhonda Buster TexCap 13465 Midway Insurance Road, Ste. 200, LB9 rtg,N:o, Ext): (972) 720-5340 I r~~. No):(972) 934-8226 Dallas, TX 75244 it1l~~ ..... INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Allied World National Assurance Comoanv 10690 INSURED INSURER B, Lexinaton Insurance Comoanv 19437 Powergrid Solutions, LLC INSURER c ,Zurich American Insurance Comoanv 16535 3110 Progress Dr INSURER D: Evanston Insurance Comoanv 35378 Oshkosh, WI 54901 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER I TR .,,~n wvn POLICY EFF y y IMMJnnNYYYI POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 - D CLAIMS-MADE [K] OCCUR ~~~tf€,U9F~~l~~nce\ X X 300,000 0310-5670 3/1/2019 3/1/2020 $ - X Contractual Liab MED EXP IAnv one oersonl $ 5,000 - PERSONAL & ADV INJURY $ 1,000,000 - R 'L AGGREGATE LIMIT APPLIES PER 2,000,000 GENERAL AGGREGATE $ POLICY [K] f[f-f □ LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED (Ea aee;«~nt\ SINGLE LIMIT $ 1,000,000 X ANY AUTO X X 600-0354 3/1/2019 3/1/2020 BODILY INJURY (Per person\ $ ~ OWNED - SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY (Per accident! $ X HIRED X NON-OWNED 1Pf;.9~tc~d7;_~t~AMAGE $ AUTOS ONLY AUTOS ONLY $ B X UMBRELLA LIAB ~ OCCUR ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: PHONE FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC JECT PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/3/2019 (972) 720-5340 (972) 934-8226 10690 Powergrid Solutions, LLC 3110 Progress Dr Oshkosh, WI 54901 19437 16535 35378 A 1,000,000 0310-5670 3/1/2019 3/1/2020 300,000 Contractual Liab 5,000 1,000,000 2,000,000 2,000,000 A 1,000,000 6000-0354 3/1/2019 3/1/2020 B 10,000,000 023627180 3/1/2019 3/1/2020 10,000,000 C WC0111412-04;WC0233680-03 3/1/2019 3/1/2020 1,000,000 N 1,000,000 1,000,000 D Errors & Omissions MKLV7PL0003578 3/1/2019 Each Claim/Agg 5,000,000 City of Fort Collins is included as Additional Insured with respect to General Liability and Auto Liabiltiy as required by written contract. City of Fort Collins P O Box 580 Fort Collins, CO 80522 AZZINCO-01 RBUSTER TexCap Insurance 12404 Park Central Drive, Suite 200-N Dallas, TX 75251 Rhonda Buster Allied World National Assurance Company Lexington Insurance Company Zurich American Insurance Company Evanston Insurance Company X 3/1/2020 X X X X X X X X X DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC EACH OCCURRENCE $ 10,000,000 ~ EXCESS LIAB CLAIMS-MADE 023627180 3/1/2019 3/1/2020 AGGREGATE 10,000,000 $ OED I I RETENTION $ $ C WORKERS COMPENSATION X I ~ffrnTE I I AND EMPLOYERS" LIABILITY ~~H- Y/N X ANY PROPRIETOR/PARTNER/EXECUTIVE [[] WC0111412-04;WC0233680-03 3/1/2019 3/1/2020 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Errors & Omissions MKLV7PL0003578 3/1/2019 3/1/2020 Each Claim/Agg 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Information Purposes Only THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE fl ;; / ' ·--"- {.-'jt/-Jt,)ri.l' ,7.,,-· I 4';· ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC Penalty Clauses/Liquidated Damages Powergrid will not accept any penalty or liquidated damage clauses of any kind, written or implied, or any liability arising from such clauses, unless specifically approved in writing by a duly authorized officer of the company. Inspection and Acceptance Purchaser has a reasonable time after receipt of the product to inspect and accept or reject the product. In any event acceptance will be deemed to have occurred no later than 30 days after shipment. Title/Risk of Loss The product sold shall remain the property of Powergrid and shall remain personal property until paid for in full, and the Purchaser agrees to perform all acts, which may be necessary to perfect and assure retention of title to such product by Powergrid. Risk of loss of the product, or any part of same, shall pass to the Purchaser upon delivery of such product or part at the designated delivery (F.O.B.) point. Termination by Purchaser Any order of contract may be terminated by the Purchaser only by written notice and upon payment of reasonable and proper termination charges, including but not limited to all costs identified to the order or contract which have been incurred up to the date of notice of termination, unless mutually agreed upon. The buyer agrees to remit to Powergrid the full amount for any and all expenses incurred prior to written receipt of cancellation in accordance with the following Table A. Payment shall be made within 30 days from the date of invoice. Cancellation by Powergrid Powergrid shall have the right to cancel at any time by written notice for any material breach of the contract by the Purchaser. 1. Prior written authorization is absolutely required before return merchandise will be accepted. 2. Buyer is responsible for prepaying freight charges. 3. Equipment will not be accepted unless adherence to cancellation clause has been met. 4. Powergrid reserves the right to specify the receiving point of all return merchandise regardless of original shipping point. Suspension by Purchaser Any orders held, delayed, or rescheduled at the request of the Purchaser will be subject to the prices and conditions of sale in effect at the time of release of the hold or the reschedule. . Any such order held, delayed, or rescheduled beyond a reasonable period of time will be treated as a Purchaser termination. (Refer to Table A) Table A: Cancellation/Return Goods o Order Entered - 5% o Drawings Completed - 10% o Drawings Approved/Material Ordered - 45% o Production in Process - 75% o Equipment Complete - 100% Limited Warranty Unless otherwise mutually agreed upon, Powergrid (the manufacturer) warrants this product to the original purchaser against defects in materials and workmanship for a period of 18 months after shipment or 12 months after energization, whichever comes first. This warranty does not cover and the manufacturer shall not be liable for damages arising from any product installed or used for a purpose other than that which it is intended or in a manner inconsistent fault within with any instructions, local codes, and/or national electrical codes regarding its installation or use. Sub Components that a specified warranty period shall be repaired or replaced upon mutual agreement between Powergrid and the original purchaser. Powergrid will expedite repair or replacement of the failed component with like components. Powergrid has no control of independent suppliers and will not be liable for incidental charges incurred due to the component failure. Upon receipt of the replaced component, the original purchaser is requested to return the failed component to Powergrid. Failure to return faulty components to Powergrid within 60 days of replaced component receipt will result in invoicing for components supplied. Analysis of returned failed components will be conducted by Powergrid and/or independent sources to determine failure mode. If the component failed due to damage, and the damage is not Powergrid related, the end user is liable for parts and related costs incurred to repair the unit. Powergrid reserves the right to void warranty if payment in full has not been received. Any damage immediately voids any warranty provisions implied or stated by this policy. All implied warranties, including all implied warranties of merchantability or fitness for a particular purpose, are limited to one year from the date of purchase. * *Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. Limitations of Liability SELLER and its contractors and suppliers of any tier shall not be liable in contract, in tort (including negligence or strict liability) or otherwise for damage or loss of other property or equipment, loss of profits or revenue, loss of use of equipment or power system, cost of capital, cost of purchased or replacement power or temporary equipment (including additional expenses incurred in using existing facilities), claims of customers of the BUYER, or for any special, indirect, incidental, or consequential damages whatsoever, regardless of whether such potential damages are foreseeable or if SELLER has been advised of the possibility of such damages. Consequential damages for purposes hereof shall include without limitation, loss of income or profit, or losses sustained as the result of injury (including death) to any person, or loss of or damage to property. BUYER shall indemnify SELLER against all liability, cost, or expense which may be sustained by SELLER on account of any such loss, damage or injury due to BUYER’s negligence or willful misconduct. Other than in the case of orders placed to or shipped from the SELLER’s Canadian locations, any additional or different terms specifically relating to or addressing the subject matter of this paragraph shall be deemed material alterations within the meaning of Section 2.207(b)(2) of the Texas Business and Commerce Code. The remedies of the BUYER set forth herein are exclusive and the total cumulative liability of the SELLER with respect to these terms and conditions, or any agreement between BUYER and SELLER governed hereby, or anything done in connection therewith such as the performance or breach thereof, or from the manufacture, sale, delivery, resale, or use of any product covered by or furnished under these terms and conditions, or any agreement between BUYER and SELLER governed hereby, whether in contract, in tort (including negligence or strict liability) or otherwise, shall not exceed the price of the product or part on which such liability is based. No action, regardless of form, arising out of the transaction under these terms and conditions, or any agreement between BUYER and SELLER governed hereby, may be brought by Purchaser more than one (1) year after the cause of action has accrued. If the SELLER furnishes BUYER with advice or other assistance that concerns any products supplied hereunder or any system or equipment in which any such product may be installed and which is not required pursuant to these terms and conditions, the furnishing of such advice or assistance will not subject the SELLER to any liability, whether in contract, warranty, tort (including negligence) or otherwise. Document Number : QSF 720-01-01 Revison Level: E Revision Date: 2/12/2018 Page: 5 SS 2019 Services Agreement – Harmony Substation Capacitor Bank Page 16 of 18 DocuSign Envelope ID: 8C3E9C42-947C-4974-84F1-374E87880FAC