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HomeMy WebLinkAbout000516 Original ContractSeptember 6, 2012 TO: Virginia Transformer Corp. 220 Glade View Drive Roanoke, VA 24012 PROJECT: Washington Substation Transformer Project No. CL07 -2012 City of Port Angeles Record #000516 CITY OF PORT ANGELES NOTICE OF AWARD The City has considered proposal #0123401A submitted by you for the above described work in response to its Request for Quotations dated August 30, 2012. You are hereby notified that your bid has been accepted for items not to exceed the amount of $557,718.00, including sales tax, unloading, and expedited shipment. Please sign and return two copies of the enclosed contract. One copy with the City's signatures will be returned to you for your records. You are required to return an acknowledged copy of this Notice of Award to the City. Dated this 6th day of September 2012. NTCACPT wpd CITY OF PORT ANGELES By Print Name J%✓ 1 Title Title Electrical Enaineerina Manaaer ACCEPTANCE OF NOTICE Receipt of the above Notice of Award is hereby acknowledged this day of Lip 2012. U c" Please return original to Terry Dahlquist, City of Port Angeles, P.O. Box 1150, Port Angeles, WA 98362 -0217. Please have both attached original contract forms signed and return to Terry Dahlquist. A copy will be returned to you with City Managers signature along with copies of all submitted bid documents. i PROJECT MANUAL CONTRACT DOCUMENTS for Washington Substation Transformer 1 PURCHASE CONTRACT NO. CL07 -2012 �OF pORT g U �i v O rr ORKS OP J� August 2012 CITY OF PORT ANGELES WASHINGTON GLENN A. CUTLER, P.E., DIRECTOR OF PUBLIC WORKS UTILITIES MICHAEL C PUNTENNEY, P.E., DEPUTY DIRECTOR OF ENGINEERING SERVICES CL07- 2012,Washington Substation Transformer Page 1 of 6 CL07- 2012,Washington Substation Transformer Page 2 of 6 PURCHASE CONTRACT THIS AGREEMENT is made and entered into this 1 day of& k t 2012, between the City of Port Angeles (hereinafter called the "Purchaser and Virginia 'transformer Corporation, hereinafter called the "Contractor "Vendor or "Bidder WITNESSETH: That the Purchaser and the Vendor, in consideration of the performance of the terms and conditions hereinafter mentioned, agree as follows: The complete contract includes Vendor's quotation O123401A, the Technical Specifications, the Purchase Order Requisition, and the Purchase Contract. The foregoing documents shall hereinafter be called "Contract Documents" or "Contract All obligations of the Purchaser and the Vendor are fully set forth and described herein. In the event of a discrepancy between any of the Contract Documents, as above defined, the Purchaser shall give a written interpretation thereof, which interpretation shall govern. Any conflict or inconsistency between the terms or conditions of the Contract Documents shall be resolved by the following descending order or precedence (with 1 taking precedence over 2, 3, 4, 5, and 6; 2 taking precedence over 3, 4, 5, and 6; and so forth): 1. Change Orders 2. Modifications by Addenda 3. The signed Purchase Contract 4. Technical Specifications (Schedule A) 5 Vendor Proposal 6. Purchase Order Requisition ARTICLE I CONTRACT DOCUMENTS ARTICLE II ORDER OF PRECEDENCE ARTICLE III CONTRACT COST ARTICLE IV ASSIGNMENT The Vendor agrees to sell and deliver to the Purchaser, at the delivery points specified by City in the form of a purchase order and /or spreadsheet to City's electric customers, and the Purchaser agrees to purchase and receive from Vendor the equipment as described and set forth in the Contract Documents, Schedule A and the provisions of the Vendor's bid attached and made a part hereof, and shall include Unloading and Expedited Shipment options. The Vendor shall not assign any of its responsibility under this Contract without the express written consent of the Purchaser. CL07- 2012,Washington Substation Transformer Page 3 of 6 ARTICLE V APPLICABLE LAW AND VENUE This Contract shall be governed by, and construed in accordance with, the applicable laws of the State of Washington. Any legal proceedings to determine the rights and obligations of the parties hereunder shall be brought and heard in ClaIlam County Superior Court. ARTICLE VI NONDISCRIMINATION During the performance of this Contract, the parties shall conduct their business in a manner which assures fair, equal and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: 1. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities 2. The parties will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring an employment practices and assuring the service of all patrons and customers without discrimination with respect to the above stated minority status. ARTICLE VII INDEMNIFICATION HOLD HARMLESS The Vendor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City ARTICLE VIII INSURANCE (SUPPLIERS) The Vendor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with products and materials supplied to the City. Vendor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Vendor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity 1. Minimum Scope of Insurance Contractor shall obtain insurance of the type described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover products liability. The City shall be named as an insured under the Vendor's Commercial General Liability insurance policy using ISO CL07- 2012,Washington Substation Transformer Page 4 of 6 Additional Insured Vendors Endorsement CG 20 15 or a substitute endorsement providing equivalent coverage. 2. Minimum Amounts of Insurance Vendor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $2,000,000 products liability aggregate limit. 3. Other Insurance Provision The Vendor's Commercial General Liability insurance policy or policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any Insurance, self insurance, or insurance pool coverage maintained by the City shall be excess of the Vendor's insurance and shall not contribute with it. 4 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. 5. Verification of Coverage Vendor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Vendor before goods, materials or supplies will be accepted by the City. 6. Notice of Cancellation The Vendor shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. 7. Failure to Maintain Insurance Failure on the part of the Vendor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Vendor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Vendor from the City. ARTICLE IX TERMINATION OF CONTRACT J In the event that any of the provisions of this Contract are violated by the Vendor or the Vendor's subcontractors, the Purchaser may serve written notice of intention to terminate such Contract upon the Vendor, which notice shall specify the reasons therefore. Unless within thirty (30) days after serving such notice upon the Vendor such violation shall cease and an arrangement for the correction thereof satisfactory to the Purchaser be made, the Contract shall, upon the expiration of the said thirty (30) days, cease and terminate. In the event of any such CL07- 2012,Washington Substation Transformer Page 5 of 6 termination, the Purchaser may purchase the materials necessary for complete performance of this Contract, and the Vendor shall be liable to the Purchaser for any excess cost thereby. If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application. To this end the terms and conditions of this Contract are declared severable Signature: Title: Dated: S -ifo '"1-1)( ARTICLE X SEVERABILITY ARTICLE XI WAIVER Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach, no term or condition of this Contract shall be held to be waived, modified, or deleted except by a written instrument signed by the parties hereto. VIRGINIA TRANSFORMER CORP. CITY OF PORT ANGELES it) Signature: C 1 Title: tlio s- aoke -e Dated `O l K la ATT ATT ST. 0 1jj', A City CI rk Approved to as to form City Attorney CL07- 2012,Washington Substation Transformer Page 6 of 6 City of Port Angeles Technical Specifications PURCHASE CONTRACT: CL07 -2012 SUBSTATION POWER TRANSFORMER Schedule A Substation Transformer I. GENERAL 2 A. OVERVIEW 2 B. ALTERNATES 2 C. REFERENCES D. SUBMITTALS 3 E. DELIVERY, STORAGE, AND HANDLING 4 F. EXTRA MATERIALS (required) 4 G. SPECIAL GUARANTEE 5 II. PRODUCTS 5 A. OPERATING CONDITIONS 5 B. TRANSFORMER 5 C. BUSHINGS 6 D. COOLING..... 7 E. TRANSFORMER OIL 8 F. OIL PRESERVATION SYSTEM 8 G. WIRING AND TERMINAL CABINETS FOR ACCESSORIES 9 H. NO -LOAD TAP CHANGING MECHANISM 10 I. On -LOAD TAP CHANGER 10 J. GROUND CONNECTIONS 11 K. TANK CONSTRUCTION 11 L. WINDING M. ACCESSORIES 12 N. FACTORY FINISHING 16 O. SOURCE QUALITY CONTROL 17 III. EXECUTION 19 A. ASSEMBLY, TESTING, CERTIFICATION 19 B. CONTRACTOR'S DRAWINGS, DATA, AND INSTRUCTIONS ..19 City of Port Angeles Washington Substation Transfoimer I. GENERAL A. OVERVIEW 1. The Specification describes a substation power transformer for the City of Port Angeles, Washington Substation, Port Angeles, Washington, hereinafter referred to as the "City." a) 12/16/20/22.4 MVA, 55/65C rise, ONAN -55C, ONAF1 -55C, ONAF2- 55C, ONAF2 -65C. b) Mineral oil insulated and cooled. c) 67kV delta connected primary d) Lightning arresters, for 67kV operation. e) Switched no -load taps: -5% -2.5% 67kV. f) 12.47kV wye- connected, secondary, throat connection, 110kV BIL. g) Low maintenance -10% 32 -step OLTC with control. h) Standard appurtenances. i) Vendor to ship, place on pad, oil fill, assemble, test, and certify "ready for energization." B. ALTERNATES 1. No alternatives are requested. C. REFERENCES 1. Electrical equipment and materials shall conform to the latest editions of all applicable standards. 2. The following is a list of specific standards which may be referenced in this section: a) American National Standards Institute (ANSI): (1) B16.5, Slip -On Welding Flanges. (2) C57.12.00, Standard General Requirements for Liquid Immersed Distribution, Power, and Regulating Transformers. (3) C57.12.90, Standard Test Code for Liquid- Immersed Distribution, Power, and Regulating Transformers and Guide for Short Circuit Testing of Distribution and Power Transformers. (4) C57.12.10, Transformers Safety Requirements. (5) C57.12.11, Guide for Installation of Oil- Immersed Transformers. (6) C57.92, Guide for Loading Mineral -Oil- Immersed Power Transformers. (7) C80.1, Standard Specifications for Rigid Steel Conduit. (8) C57.19.01 -1991, Standard Performance Characteristics and Dimensions for Outdoor Apparatus Bushings. (9) EIA- 359 -A, Standard Colors for Color Identification and Coding. b) National Electrical Manufacturers' Association (NEMA): (1) NEMA TR -1, Transformers, Regulators, and Reactors. (2) ICS 1, General Standards for Industrial Control and Systems. (3) NEMA 250, Enclosures for Electrical Equipment (1,000 Volts Maximum). August 2012 Page 2 City of Port Angeles Washington Substation Transformer c) Institute of Electrical and Electronics Engineers (IEEE) Std32, IEEE Standard Requirements, Terminology, and Test Procedures for Neutral Grounding Devices. d) National Electric Safety Code, latest edition. e) National Electric Code, latest applicable edition. D. SUBMITTALS 1. Administrative Submittals shall include but not be limited to: Shipping notification letters detailing complete routing. Include Project Number identification, description of items shipped, number of cartons, and shipping date. 2. Shop Drawings shall include: a) Descriptive information and drawings for equipment, material, devices furnished, and nameplate. b) Certified outline drawings showing general arrangement size, dimensions, capacity, and special features required, physical dimensions, and center of gravity (shipping and installed), both horizontal and vertical. Also show location of accessories, and indicate phase -to -phase and phase -to- ground dimensions. c) Elementary (schematic) diagrams. d) Interconnection and connection diagrams of terminal boards, panels, and control circuits. e) Calculated values of impedance (reactance and resistance). f) Schematic (elementary) control diagrams, using NEMA device designations and symbols for electric circuit diagrams. Make content of schematic (elementary) connection or interconnection diagrams in accordance with latest edition of NEMA ICS 1. (1) Vendor' s standardized elementary diagrams are not acceptable unless applicable portions of the diagram have been clearly identified and nonapplicable portions deleted or crossed out. Individual cut sheets shall bear manufacturer's name, trade name, or logo for identification purposes and items furnished shall be indicated or highlighted, or unused items crossed out. (2) Modify manufacturer's standard drawings and schematic diagrams to include appropriate device, equipment, and circuit tag numbers. g) Current transformer ratio correction factor and secondary excitation curves, polarity, nameplate, and connection diagrams. h) Bill of Material, keyed to plan and section drawings. i) Complete components parts list, including original manufacturer's catalog numbers and prices. 3. Quality Control Submittals shall include: a) Manufacturer's test reports. b) Complete set of factory tests shipped with each piece of equipment. c) Product data for impact recording system (if applicable). d) Operation and maintenance manuals. e) Manufacturer's Certificate of Proper Installation. August 2012 Page 3 City of Port Angeles Washington Substation Transformer 4. Contract Closeout Submittals shall include: a) Special guarantee (see below). b) One set of paper Approved Shop Drawings. c) Final record drawings in electronic form (AutoCAD). d) Maintenance Information: (1) Location of nearest transformer repair shop and spare parts. (2) Location and availability of nearest service engineer. (3) Approximate maximum time to supply repair parts. E. DELIVERY, STORAGE, AND HANDLING 1. Packing and Shipping: Ship as follows: a) Ship f.o.b. "on pad, assembled and tested." b) If shipped without oil, transformer shall be shipped filled with dry air. c) Ship transducers unmounted. d) Ship so transformer and accessories will arrive at destination simultaneously. e) If shipped by rail, install impact recorder(s) on transformer at the factory to record impacts in directions that occur during shipping and placing on the foundation. 2. Storage and Protection: a) Packing methods and material shall be such that they will provide weatherproof protection in outdoor storage areas. b) Method of shipment preparation shall protect adequately the transformer, relays, bushings, and other auxiliary devices and accessories against corrosion, dampness, and breakage. F. EXTRA MATERIALS (REQUIRED) 1. Furnish, tag, and box for shipment and storage the following spare parts, special tools, and materials: Item Quantity Spare parts list with catalog numbers and prices One complete set High- voltage bushing with gaskets One Low voltage bushing with gaskets One Set of contacts coils One of each type Cooling fan and motor assembly One Equipment touch -up paint (if paint is used) Two 1 -quart cans Gaskets for cover, manhole, handholes, radiators One complete set Special tools required to maintain, assemble, move One complete set August 2012 Page 4 City of Port Angeles Washington Substation Transformer G. SPECIAL GUARANTEE 1. Vendor shall provide Vendor's extended warranty of 5 years commencing at shipment, including 12/18 In/Out option, with the City named as beneficiary, in writing, as special warranty. Vendor shall correct any nonconformity, at Vendor's exclusive option, repair or replacement of the nonconforming item or portion thereof with City making product available to be worked by Vendor's personnel. If product requires transport back to Vendor's facility for repair, City will make product ready for shipment in the condition it was originally received per the Outline Drawing with clear and free access by Carrier. Craning, civil work, disconnection and reconnection of the product, etc. is the responsibility of the City. II. PRODUCTS A. OPERATING CONDITIONS 1. Transformer shall be suitable for outdoor service with the following conditions: a) Maximum Elevation of Installation Site Above Sea Level: 200 feet. b) Maximum Ambient Air Temperature: 94 degrees F. c) Minimum Ambient Air Temperature: 6 degrees F. d) Daily Maximum Average Air Temperature: 68 degrees F. e) Daily Minimum Average Air Temperature: 26 degrees F. f) Seismic: Zone D -1. g) Relative Humidity: 60 -90 percent typical. h) Annual Average Precipitation: 25 inches. i) Maximum Wind: 70 mph. B. TRANSFORMER 1. Transformer: a) 67 kV (high side) to 12.47 kV (low side), delta/grounded wye, 12/16/20/22.4 MVA, ONAN /ONAF1 /ONAF2 /ONAF2, 55/65C, three phase, oil immersed power transformer with low voltage side OLTC, high voltage no -load tap changer. b) Surge Arresters: Transformer shall include 67kV station class surge arresters, and mounting hardware on high voltage side. c) Ratings shall be: (1) Four high -side MVA and equivalent four low -side MVA ratings (2) Frequency: 60 -Hz. d) High Low Side MVA Rating: (1) ONAN: 12 MVA 55C rise (2) ONAF1: 16 MVA 55C rise (3) ONAF2: 20 MVA55C rise (4) ONAF2: 22.4MVA 65C rise e) Temperature Rise Rating shall be per: (1) ANSI C57.12.00. (2) Average winding temperature rise above ambient temperature shall not exceed 65 degrees C when measured by resistance. August 2012 Page 5 City of Port Angeles Washington Substation Transformer C. BUSHINGS (3) Hottest spot winding temperature rise above ambient temperature shall not exceed 80 degrees C when measured by resistance. f) High Voltage Windings: (1) 67 kV. (a) Provide accessible under -oil tap board for all primary winding leads where connection for voltage can be made. (2) Deliver connected for 67kV operation (3) Delta connected. (4) Full Capacity Rated Taps with a Manual Tap Changer for De- Energized Operation: (a) Two taps, one at 2.5 and one at 5.0 percent, above67kV. (b) Two taps, one at 2.5 and one at 5.0 percent, below 67kV. g) Low Voltage Windings: (1) Rated Voltage: 12.47Y/7.2 kV. (2) Basic Insulation Level: 110 kV. (3) Grounded wye connected (4) Four bushings provided in throat to mate with existing switchgear. h) Phase Relationship: Transformer shall have lag configuration: secondary winding shall lag primary winding i) Impedance: At 65 degrees C at rated voltage and self cooled MVA rating 7.5 to 8.5 percent. j) Noise Level: Audible noise level when energized at maximum ratings shall be 62 decibels (A) or less, per ANSI C57.12.00. k) Maintain a baseplate footprint of 12' x 6' or less, if possible without excessive increase in cost. 1) Shall be manufactured by Delta -Star, Hyundai, or Virginia Transformer. 1. Design: a) High Voltage Terminals: 69 kV Class, 350 kV BIL. b) Low Voltage Terminals: 15 kV Class, 110 kV BM. c) Low Voltage Neutral Terminal: 15 kV Class, 110 kV BM. 2. General: a) Bring high voltage winding leads out through bushings. b) Bushings of like voltage shall be interchangeable. c) Design bushing mountings so there will be no undue stress on any parts due to temperature changes. d) Provide adequate means to accommodate conductor expansion. e) Bushings shall use standard threaded stud -type terminals on bushings. f) Meet requirements of ANSI C57.12.00, Section 9.1. g) Liquid filled bushings shall include liquid level indication and provision for power factor test. h) Color: ANSI 359 -A, No. 70, light gray. i) Shall be manufactured by ABB, Lapp, Trench N.A., or approved equal. 3. Locations: August 2012 Page 6 City of Port Angeles Washington Substation Transformer a) High Voltage Line Bushings: On transformer cover, Segment 3, in accordance with ANSI C57.12.10. b) Low Voltage Line Bushings: In horizontal sidewall throat Segment 2, in accordance with ANSI C57.12.10. c) Low Voltage Transformer Neutral Bushing: In horizontal throat, Segment 2, in accordance with ANSI C57.12.10. d) Arrangement of bushings shall be: X1 X2 X3 XO 4. Transformer Secondary Throat a) Secondary bushings in Segment 2 shall be mounted horizontally at a height and spacing required for proper clearances, spacing and connection to the switchgear bushings. b) Vendor shall reference included drawings of existing transformer throat. Vendor shall be responsible for obtaining, with coordination of the City, any additional information needed to properly design throat connection. c) Vendor shall submit proposed throat connection drawings for review by the City. d) The City will provide bus from transformer secondary bushings to switchgear bushings. e) Vendor shall provide bus housing or enclosure needed to mate transformer throat to switchgear throat. f) City will install ground connection to XO bushing in throat. 5. Current Ratings: D. COOLING H1 H2 H3 Transformer Plan View a) Base on continuous line current at maximum specified MVA rating and lowest applicable voltage. b) Sufficient excess capacity to permit transformer loading with "moderate sacrifice of life expectancy" as tabulated in ANSI C57.92. 1. Oil- immersed, self- cooled/forced- air- cooled/forced- air cooled (ONAN /ONAF /ONAF). 2. Loading: Design to permit transformer loading with "moderate sacrifice of life expectancy" as tabulated in ANSI C57.92. 3. Fans, Radiators, and Controls: a) Two stages of fans shall be automatically controlled and actuated by transformer winding temperature or redundant electronic temperature monitor. August 2012 Page 7 City of Port Angeles Washington Substation Transformer b) Each fan stage shall be provided with a separate and dedicated source of fan power. c) Fans shall be rated 120 -volt, 60 -Hz, single phase. Fan controls shall be 120VAC, 60Hz. Alarm circuits shall be rated for 48VDC operation. d) Removable Radiators shall be provided with the following: (1) Lifting eyes on each radiator. (2) Radiators shall be hot dip galvanized finish. (3) Isolating shutoff valves at top and bottom of each radiator to permit removal of radiator without interfering with operation of transformer. (4) Oil -tight blank flanges properly gasketed, for shipment of tank without radiators attached and to make flanges available when a radiator needs to be removed in service. (5) Drain plug /vent plug in each radiator header, top and bottom. (6) No gasketed joints are allowed between valves and tank, so when valves are closed all gasketed joints are accessible for maintenance without requiring transformer tank be drained. e) Fan Motors, Leads, Associated Protective Equipment, and Control: (1) Equipment shall be weatherproof and suitable for outdoor operation at substation site. (2) Equip individual fan motors with weatherproof plugs and receptacles for ease in removal. (3) Enclose controls, fuses, and breakers for cooling equipment in one cabinet. (4) Provide a three- position selector switch with ON /OFF /AUTO positions for manual and automatic control of each stage of cooling. (5) Furnish fan motors with overload protection. (6) Furnish circuit breakers with manual reset for each group of fans. (7) Fans blades and speed shall be chosen for low noise levels. (8) Fan motor hardware shall be stainless steel unless otherwise approved. f) Fans shall have hot -dip galvanized OSHA approved safety guards. g) Magnetic Contactor: (1) Furnish as needed for each group of fans. (2) Bring contactor coil leads to terminal blocks in control cabinet. (3) Each contactor shall have two auxiliary contacts that are independently reversible. h) Fan Exerciser (1) A programmable time clock, with two program capability, shall be provided to independently exercise fan stages on a periodic schedule. Programming interval shall not be less than 7 days. E. TRANSFORMER OIL 1. Pure mineral oil prepared and refined by fractional distillation of petroleum, especially for use in transformers, free from moisture, acid, alkali, polychlorinated biphenyls (PCBs), and injurious sulfur compounds, and incompliance with current EPA regulations. 2. Oil shall not form a deposit under normal operating temperatures. August 2012 Page 8 City of Pon Angeles Washington Substation Transformer 3. Minimum Dielectric Strength: 30,000 volts between 1 -inch discs spaced 1 /10 inch apart. F. OIL PRESERVATION SYSTEM 1. Equip transformer with a nitrogen gas pressurized oil preservation system. 2. If inert gas pressure is supplied, furnish complete with 3 -stage reducing valves, gauges, and tanks of gas necessary to purge gas space and place transformer in service. Locate gas cylinder and controls so as to be operable at ground level and housed in a suitable enclosure mounted on transformer tank. 3. Transformer tank overpressure and underpressure alarm contacts shall be provided and wired to a terminal block in the transformer control cabinet. 4. Supply tank underpressure alarm contact shall be provided and wired to a terminal block in the transformer control cabinet. G. WIRING AND TERMINAL CABINETS FOR ACCESSORIES 1. Run wiring for relays, current transformers, temperature detectors, and other control and indication devices in rigid conduit or other approved enclosure (e.g. tank wall braces) to terminal blocks in a centrally located terminal cabinet mounted on transformer. 2. Cabinet shall: a) Be NEMA 250, Type 3R (raintight), located on sidewall, ANSI Segment 1, at a convenient height, with three -point latch. b) Include provision for locking c) Provide removable bottom plate for conduit entrance, which will be field drilled. d) Include all wires, terminal blocks and devices shall be clearly and permanently labeled and identified in accordance with schematic and wiring diagrams. e) Cabinet shall be of metal construction. 3. Terminal Blocks shall: a) Consist of screw type, and except for electrical conducting parts, fabricated from a thermosetting phenolic material that is unaffected by contact with transformer insulating oil. b) Not include types of blocks that depend upon spring return of deformed metal to secure terminal leads, or set -screw type blocks. c) Be provided with bases and barriers molded integrally with brass conductive inserts. d) Be rated for not less than 600 volts, 30 amps, and accommodate up to No. 8 AWG wire and ring -lug terminals. e) Furnish marking strips for terminal designations. f) Have one spare blank marking strip per each block. g) Furnish 20 percent spare terminals. August 2012 Page 9 City of Port Angeles Washington Substation Transfonner h) Include terminals for cun transformers equipped with devices for short circuiting secondary leads. 4. Wiring shall be as follows: a) Control, Signal, and Auxiliary Circuits: Insulated wire, oil- and water resistant, and suitable for operation at an ambient temperature of 90 degrees C such as MTW, SIS, XHHW. b) Current Transformer Secondary Circuit: Minimum No. 10 AWG SIS stranded copper. c) Other Circuits: Minimum No. 12 AWG SIS stranded copper. d) Where construction requires bending of wires while in service, provide high- strand -count wire. e) Stranding shall not be less than 37- strand for all hook -up wire f) All wires shall be labeled on both ends with permanent sleeve markers indicating the opposite -end terminal. H. NO -LOAD TAP CHANGING MECHANISM 1. Furnish an operating handle for hand operation at or near eye level, capable of being padlocked in any position. 2. No -load taps shall be two 2.5% each above nominal and two 2.5% each below 67kV voltage for the transformer primary winding. 3. Operator (handle, indicator, hasp) shall include a clearly visible outside position indicator matching the nameplate tap positions. I. ON -LOAD TAP CHANGER 1. Transformer shall come from the factory equipped with a low- maintenance full rated automatic on -load tap changer for the low- voltage winding. 2. On load tap changer shall be rated to continuously carry, without damage, the 65C FA rating of the transformer. 3. Low maintenance means that arcs created during operation are interrupted in a vacuum switch rather than under oil. 4. A preventative autotransformer, if used, shall be round core and coil and shall use copper windings. 5. Tap changer control shall include the required current transformer and control devices to create a fully functional system. The control shall use a Beckwith M- 2001D tap changer control with optional Ethernet on port 3, or an City approved equivalent. 6. Limit switch alarms which indicate when the transformer tap changer has reached +16R or -16L shall be provided for City use. 7. A "failure to regulate" alarm shall be provided for City use. This alarm shall indicate that the tap changer mechanism or control is not operating properly. August 2012 Page 10 City of Port Angeles Washington Substation Transfonner 8. Potential for voltage compensation and power for control and motor operation shall be provided by Utility from an external source. 9. Taps shall be +16 steps at 5/8% per step to -16 steps at 5/8% per step. 10. Provide an extended shaft on the LTC and a Beckwith Model M -2948 tap position indicator, 9 per tap, 0 -297 rotation with one neutral. 11. Accessories on the tap changer mechanism shall include liquid level gauge with alarm and trip contacts, pressure relief with alarm contact, drain valve, fill valve, and rapid pressure sensor with seal -in relay. 12. A current transformer for operation of the load compensating control shall be provided in the main tank. 13. The operating mechanism shall be able to be operated manually while energized and under full load safely and with no harm to the operator or transformer. 14. If the mechanism can be stalled "off tap," it shall include an alarm contact and shall be capable of operating continuously at full load. 15. LTC tank shall be capable of withstanding full vacuum with no leaks to main tank under normal pressure. J. GROUND CONNECTIONS 1. Furnish four stainless -steel NEMA two -hole ground pads welded on base or on tank wall near base near each corner of transformer. Locate pads so as not to interfere with jacking facilities. 2. Surge arrester grounds shall be isolated from the tank and brought to the ground grid connection away from tank grounds and away from the neutral bushing connection to ground. 3. Size of ground bus for Surge Arresters shall be 1/0 AWG or bus equivalent copper. 4. Furnish provisions to attach 4/0 copper ground leads from ground grid to transformer neutral bushing. 5. Arrangement of ground pads shall accommodate separate neutral bushing and arrester grounding conductors that are physically isolated from each other and from the tank. K. TANK CONSTRUCTION 1. Tank shall be designed and constructed to withstand expected operating pressures and stresses and to withstand full vacuum. 2. Welded Main Cover: a) Construct so welded cover can be removed and rewelded without damage to coils. August 2012 Page 11 City of Port Angeles Washington Substation Tiansfonner b) Furnish at least one manhole with sloped cover, 15 -inch minimum diameter, for access to lower ends of bushings, reconnectable dual voltage terminals, and upper portion of core and coil assembly. c) Manhole(s) shall be positioned to allow relatively easy access to bushing leads and transformer winding secondary connections. d) Manhole covers shall be bolt on. e) Access to tap board shall be provided through a top- mounted access cover or manhole. 3. Furnish gasketed surfaces with a gasket recess and gasket compression limit stops. 4. Gasket material and style are subject to review and approval by the City. 5. A single -point externally- accessible core ground shall be provided. This ground shall be accessible through a tank -top manhole so that it can be "lifted" to check for inadvertent core grounds. 6. Clearly show center -of- gravity marks and permanently mark on transformer for both the shipping assembly and the fully assembled transformer. 7. A safety anchoring point for fall protection shall be provided on the top of the tank. L. WINDING 1. Windings and leads shall be copper. 2. Core and windings shall be round. 3. Aluminum is not acceptable for winding material or current carrying parts. 4. Transformer shall be capable of withstanding, without damage or increases noise or losses, for a time of 2 seconds, thermal and mechanical stresses caused by a short circuit on the terminals of any winding or combination of windings with rated voltage maintained on unshorted windings. M. ACCESSORIES 1. Nameplate shall be stainless steel and mounted on transformer, and include: a) Diagram of connections, including polarities. b) Voltage of taps and corresponding ampere rating. c) Impedances and corresponding MVA capacity ratings. d) Weights: Core and coils, tank and fittings, oil, and total weight. e) Quantity of oil (U.S. gallons). f) Permissible vacuum. g) CT connections, ratings, and polarity. h) kVA rating at 65 degrees C average winding rise. i) Serial number. j) Date and location of manufacture. k) Other information as prescribed in ANSI C57.92. August 2012 Page 12 City of Port Angeles Washington Substation Transformer 2. The transformer shall be equipped with all accessories required by ANSI Standards including: a) Standard accessories located in accordance with ANSI C57.92. b) Group dial -type gauges, valves, and no -load tap charger handle together on side of transformer for easy accessibility and maintenance so that untanking is not required for removal of gauges. None of these items shall protrude beyond the floor space determined by the radiating surfaces. c) Tilt gauge faces above 96 inches from foundation down at an angle of 30 degrees from the vertical. d) Each gauge, dial, etc., shall have a legible, weatherproof nameplate. e) Locate wells for thermometer bulbs and liquid -level gauge floats outside main tank so oil removal is not required for their removal. f) Service life of accessories shall be comparable with transformer. g) Shock mount, or construct sufficiently rugged, gauges, meters, relays, recorders, thermal breakers, other instruments, and cabinets constituting or associated with control of fans, inert gas equipment, and all other temperature and pressure alarm systems to protect them from damage or wear which could be caused by normal transformer shock and vibration. h) Contacts for AC operation shall be rated 250VAC. i) Contacts for DC operation shall be rated 250VDC. j) Wire for alarm and auxiliary circuits shall be stranded, minimum No. 12 AWG copper, oil and water resistant, and suitable for operation at an ambient temperature of 90 degrees C. k) Valves shall hold hot oil without leaking and shall withstand, when submerged, an air test of 125 psi. 3. Surge Arresters: a) Surge arresters shall meet all requirements of ANSI C62 -1. b) Tank- mounted station class metal -oxide type, one per phase on high voltage side of transformer. c) Height of arresters shall match height of associated winding bushings. d) Equip arresters with NEMA four -hole pads for conductor or bus attachment. e) Color: ANSI 359 -A, No. 70 light gray. f) Manufacturers and Products: (1) High Voltage Arresters, Ohio Brass; polymer housed, Type DynaVar, 54kV- rated, 42kV -MCOV with shunted 36kV- rated, 29kV -MCOV section or approved equal. 4. Magnetic Liquid -Level Gauge: a) As specified in 5.1.2 of ANSI C57.12.10, except with two adjustable stages of contacts. b) Minimum 6" dial diameter. c) Use first stage to initiate low oil alarm and use second stage for low oil level tripping. d) Set second stage at least 1 -1/2 inches below alarm stage but at a level as not to cause damage to transformer. e) Alarm and Trip Circuitry Operation: 48V dc. August 2012 Page 13 City of Port Angeles Washington Substation Transformer 5. Transformer Oil Indicating Thermometer: a) Liquid temperature, dial type, 6" minimum dial diameter, with two alarm contacts, mounted at approximately eye level to be easily read and reset from the ground. b) Thermometer shall permit true temperature indication after alarm point is passed. c) Furnish two thermal wells to allow thermometer bulb and RTD for the SEL -2414 to be removed without lowering oil in tank. d) Furnish an indicating hand and a maximum indicating hand. e) 48V DC for high temperature alarm and future tripping. f) Adjustable type with factory temperature settings as follows: 6. Pressure- Vacuum Gauge: Contact Function 1 Activate alarm relay at 90 degrees C 2 Activate tripping relay at 110 degrees C a) Furnish to indicate gas pressure and vacuum in transformer tank, with an accuracy within 5 percent at full scale. b) Furnish alarm contacts to signal overpressure or underpressure conditions within the tank. 7. Winding Temperature Simulator Indicator: a) Furnish service or device with dial -type indicator and manual reset maximum indicator for local indication of hottest spot winding temperature. b) Locate instrument adjacent to dial -type oil thermometer. c) Furnish 48V DC contacts for automatic control of each stage of forced cooling equipment and two contacts for high temperature alarm and tripping. d) Fan control shall operate in parallel with Transformer Monitor specified below. e) Adjustable type contacts with factory temperature settings as follows: Contact Function 1 Start the first stage of cooling at 55 degrees C 2 Start the second stage of cooling at 65 degrees C 3 Alarm at 95 degrees C 4 Trip at 105 degrees C f) Operate winding temperature equipment with a current transformer in center phase of the low- voltage winding. 8. Bushing Type Current Transformers: August 2012 Page 14 City of Port Angeles Washington Substation Transformer a) Furnish, in addition to current transformers required for hot spot detection and LTC operation: Location 1 Ratio 1 Accuracy Class 69 kV bushing (total 6) 1 600:5 MR 1 C400 12.47 kV bushing (total 6) 1200:5 MR I C400 12.47kV bushing (total 3) I 1200:5 SR 0.15% B0.9 Low voltage neutral bushing (total 1) 1 600:5 MR 1 C400 b) All current transformers shall have fully distributed windings and a minimum Thermal Rating Factor of 2.0. c) Terminate current transformer secondary leads at an indexed terminal block equipped with short circuiting bars. d) Locate bushing current transformer nameplate of diagrammatic type adjacent to terminal block and include the following: (1) Diagram of connections. (2) Secondary tap identification and corresponding turns ratio and primary amperes. 9. Pressure Vacuum Bleeder Device: Furnish if sealed -tank construction is proposed. Provide for LTC and main tank. 10. Oil Drain, Lower Filter Press Connection, and Sampling Valves: Furnish at bottom of main and LTC tank. Furnish oil sampling valve for main tank. Provide 2" valve for connection of processing equipment. 11. Upper Filter Press: Furnish 2" valve and connection located on sidewall for connection of processing equipment. 12. Utility Valve: Furnish 1/2 -inch bronze or brass globe valve, installed in a horizontal position at highest point of transformer for venting when filling and testing. 13. Lifting Lugs: a) Provide four lifting lugs of adequate strength and size, so arranged on transformer tank to provide a suitable lift of entire transformer unit. b) Also provide lifting eyes for lifting cover and for lifting core and coil assembly. c) Indicate any anchoring requirements. 14. Moving and Handling Facilities: a) Provide suitable jacking facilities on transformer tank. b) Provide pulling eyes and smooth base for skidding and rolling transformer in any direction. 15. Control Cabinet Heaters: August 2012 Page 15 City of Port Angeles Washington Substation Transformer a) Mount two or more 120VAC long -life single -phase heaters in each control housing and terminal cabinet to prevent collection of moisture and maintain 50 °F cabinet temperature under 10 °F outside temperature. b) Provide thermostat control for all heater(s), locate thermostat above the cabinet midline. c) Make connections to heaters from below heaters to minimize deterioration of insulation of supply wires. d) For strip heaters, if used, use 250C rated wire insulation within 12 inches of heater element. e) Locate heaters in lower portion of control housing and arrange so they can be energized from a power circuit independent of fans. 16. Pressure Relief Devices: a) Recloseable, self- setting, mechanical type to automatically relieve internal pressure greater than 7 psi or 110 percent of maximum operating pressure, whichever is greater. b) A device with nominal rated relief pressure greater than that specified above may be used, in which case tank pressure test shall be run at the higher nominal rating. c) Construct device to minimize oil discharge when it operates. d) Mount directly on top of transformer and LTC tank with semaphore visible from the ground. e) Furnish alarm contacts for pressure relief devices, with ability to reset alarm while transformer is energized. 17. Sudden Pressure Relay (Rapid Pressure Rise) and Seal -In relay: a) Furnish to protect transformer and LTC against damage due to internal faults. b) Relay shall operate on rate of pressure change, but be insensitive to pressure pulses caused by electrical disturbances such as magnetizing in- rush currents or mechanical shocks such as a change in transformer temperature, while protecting against small arcs which would not cause a pressure relief device to operate. c) Operation: 48V dc. d) Furnish with two contacts, one for alarm and one for tripping. N. FACTORY FINISHING 1. Thoroughly clean tank and auxiliary exterior surfaces free from scale, rust, oil, and grease prior to painting. 2. Exterior finishing shall be manufacturer standard process as approved: ANSI 359 -A, No. 70, light gray. 3. Inside of main tank and control equipment cabinet shall be painted white. An accelerated aging test must be performed on the paint to be used inside the tank and test results provided to the CITY. 4. The top of the main tank shall be non -skid coated. August 2012 Page 16 City of Port Angeles Washington Substation Transformer 5. Radiators shall be hot -dip galvanized finished, except for radiators completely made of stainless steel. O. SOURCE QUALITY CONTROL 1. The City reserves the right to inspect the completed core and coil assembly prior to tanking. The Vendor shall notify the City at least 2 weeks prior to the date of tanking to allow the City to observe tanking, if so desired. 2. Vendor shall completely assemble and adjust transformer at the factory and perform Vendor's standard shop tests, all ANSI tests, and other tests as specified. 3. Vendor shall perform standard commercial tests that include no -load and copper losses in accordance with ANSI C57.12.90. 4. Prior to shipment, Vendor shall pressure test liquid filled assembled transformer for minimum 8 hours at maximum operating pressure to determine presence of leaks. 5. In addition to standard commercial tests, Vendor shall perform the following tests: a) Excitation losses at 100, 105, and 110 percent of rated voltage on rated tap. b) Excitation current at 100, 105, and 110 percent of rated voltage on rated tap. c) Radio Influence Voltage (RIV): Check presence and magnitude of RIV during induced voltage tests in the high- voltage windings. The voltage shall be raised to the 1 -hour level and held to verify there are no partial discharge problems. The voltage shall then be raised to the enhancement level and held for 7,200 cycles. The voltage shall then be reduced to the 1 -hour level and held for 1 hour. During the 1 -hour period, partial discharge measurements shall be made at 5- minute intervals. d) Bushing Current Transformer Tests, including: (1) Test per applicable sections of ANSI C57.13, and check for proper nameplate and polarity markings. (2) To ensure correct installation, perform polarity check and current ratio check after mounting in transformer. e) Cold resistance test on each winding on the rated voltage connection. f) Polarity and phase relation tests on the rated voltage connections. g) H- winding to X- winding positive sequence impedance shall be measured at nominal rated voltage. h) Zero sequence impedances shall be measured, and impedances shall be recorded in equivalent -T form if applicable. i) The following shall be calculated, based on measured losses and impedances: regulation at 1.0 and 0.8 power factor, and efficiency at 1.0 power factor and 0.25, 0.5, 0.75, 1.0, and 1.25 times rated load. j) NEMA audible sound level tests without forced cooling equipment in operation and with forced cooling in operation. k) Perform Sweep Frequency Response Analyzer test of windings using Doble 5100 or approved equal device. August 2012 Page 17 City of Port Angeles Washington Substation Transformer 6. The City reserves the right to witness factory testing. The Vendor shall notify the City at least 2 weeks prior to the date of testing to allow the City representative to observe, if so desired. 7. Short Circuit Strength: Demonstrate transformer has sufficient mechanical strength to withstand, without failure, through -fault currents by one of the following methods: a) Certified Test Data: (1) Showing transformer with a core and coil identical in design and construction and identical or similar with respect to kVA capacity, kV ratings, BIL, impedance, and voltage taps have been tested without failure for short circuit strength. (2) Provide description of test code under which transformer was tested for short circuit strength. b) History of successful experience with transformers of identical or similar ratings, design, and construction as follows: (1) List transformers in service with core and coils that are essentially identical in design, construction, and manufacture to transformer covered by this Specification and provide information on date of installation, location, and failures, if any. (2) When such transformers have not been built or cumulative service record is less than 20 transformer years, list transformers in service which represent closest approximation to transformer covered by this Specification. (3) Information provided shall be representative of total experience of manufacturer with design of transformer it proposes to furnish and include dates of installation or shipping, ratings of transformers, and failures and causes of failure if any have been experienced. 8. Transformer Loss Evaluation: a) Test system accuracy must be verified for conformance with the requirements of C57.12.00, Section 9.4. The Proposal shall include documentation which verifies the accuracy of the loss measurement system in accordance with the method of testing. Documentation provided with the Proposal quotation must confirm the same system was used to test the transformer(s). b) Reported losses shall use ANSI reference temperatures of 20 degrees C for No -Load Losses and 75 degrees C for Full Load Losses. 9. The manufacturer shall notify the City of any unusual event or damage occurring during the fabrication of the transformer and of all tests which do not meet the specified or guaranteed values. The City reserves the right to inspect such damage or test failures. Corrective measures to overcome such damage or failure shall be reviewed with the City. Corrective measures shall be to the satisfaction of City. 10. Certified test results shall be electronically delivered to City not later than 10 days after completion of all factory tests. August 2012 Page 18 City of Port Angeles Washington Substation Transformer III. EXECUTION A. ASSEMBLY, TESTING, CERTIFICATION 1. Vendor shall be responsible for the delivery of the transformer to the job site and placing of the transformer on the existing foundation. 2. Placement of the transformer on the foundation shall be as required for proper throat and secondary busing alignment. 3. If not preassembled prior to shipping, the Vendor shall be fully responsible for installation of radiators, installation of arresters and brackets, installation of bushings, and installation of all accessories. Vendor shall oil -fill the transformer and pull the required vacuum as needed in duration and level to assure proper filling and installation of the oil and removal of air and moisture from the transformer core and coils. 4. Vendor shall perform sufficient tests to verify that the transformer is "ready for energization" including but not limited to transformer turns ratio, high potential, swept frequency response of windings, vacuum leak, pressure leak, fan operation, sudden pressure relay operation, oil temperature and winding temperature gauge verification, sweep frequency response of windings, and bushing power factor tests. 5. City shall be responsible for installation and connection of power conductors and grounds to apparatus and to ground grid. City shall provide temporary or permanent power for equipment testing. 6. Vendor shall fully document all tests performed and provide certified test results and Vendor's Certificate of Proper Installation to the City. 7. Any defects discovered during assembly and testing will be immediately brought to the attention of City and corrected at the sole cost and responsibility of Vendor. 8. Any "significant" impacts as shown on an Impact Recorder shall be immediately brought to the attention of City. B. CONTRACTOR'S DRAWINGS, DATA, AND INSTRUCTIONS 1. Information to be forwarded upon Execution of Contract: a) Approval Drawings: (1) Vendor shall furnish three prints each of the outline drawing of the transformer and connections, including bushing stud size, and schematic drawings of the transformer for approval to the OWNER. Fabrication of any material or part prior to receiving approval of the Drawings shall be at the Vendor's sole risk and expense. (2) Each drawing supplied by the successful bidder shall bear identification showing the OWNER's contract number, the date of the drawing release, and whether the Drawing is for approval or approved August 2012 Page 19 City of Port Angeles Washington Substation Transformer for construction. These shall be provided within 90 days after receipt of the order. b) Final Drawings (Three sets of the following shall be provided): (1) Assembled transformer outline drawings including bushing connection point heights; structural of transformer base, center of gravity of installed unit and of unit prepared for shipment; and minimum dimensions and weight of unit prepared for shipment. (2) Nameplate drawing including identification of type of winding connection and conductor material used in each winding. (3) Bushing outline drawings. (4) Surge arrester outline drawings. (5) Terminal fitting drawings. (6) Separate schematic and wiring diagrams showing: number, size, and power requirements of fans, fan control; alarm and relay connections; and current transformer connections; OLTC control. (7) Instruction manual covering receiving, handling, installation, operation, and maintenance of transformer and all auxiliary equipment shall include: (a) Complete instructions and data for ordering of all parts and accessories. (b) Complete instructions covering installation, assembly, operation, maintenance, and adjustment of the transformer and all associated equipment. Cuts or drawings or descriptive information shall be provided showing all points where adjustments may be made. (c) Bushing capacitance values for (1) conductor to ground, (2) conductor to potential tap, and (3) potential tap to ground. (d) Complete instructions for maintenance of bushings, including any special instructions required for disassembly and assembly of the bushing or its parts. (e) Complete parts List, including a breakdown of all assemblies, including name or description, catalog number, quantity used, and reference by item on included drawings. (f) Spare parts list as recommended by the Vendor, including the information listed in the preceding paragraph. (g) One set of the following curves and data for the bushing current transformers furnished; (1) for Class C relaying current transformers, typical excitation current and voltage applied to_the secondary terminals, in accordance with ANSI C57.13, Section 4.9.2(4); (2) approximate resistance at 75 degrees C of the secondary windings, including leads to the first available terminal block, and the number of turns on each tap and (3) mechanical and thermal short -time current ratings. August 2012 Page 20 City of Port Angeles Washington Substation Transformer (h) A list of the special tools, if applicable, being provided by the Vendor. (9) Test circuit diagram, calibration curves, and complete factory test data for winding hot -spot temperature equipment. Certified test reports, including loss tests. Losses will be measured using the three wattmeter method with 0.1 percent accuracy for instruments, transformers, and meters. Instruments, transformers, and meters used in the loss testing shall have been calibrated to NBS within the last year from the date the unit is tested. The loss test system used to measure the transformer loses within 5 percent at the power factor represented by the transformer. END OF SPECIFICATION August 2012 Page 21 A VIRGINIA TRANSFORMER CORP Proposal VT 220 Glade View Drive, Roanoke, VA 24012 Ph. 540.345.9892 f www.vatransformer.com 0123401A CITY OF PORT ANGELES Prepared For CITY OF PORT ANGELES 321 EAST FIFTH ST PORT ANGELES, WA 98362 Ph: 360417 -4700 Fax: 360- 4174709 VTC Contact Steve Winden, 208- 238 -0720 ext. 223 Steve_Winden@vatransformer.com Description: (1) 12000/13440/16000 /17920/20000/22400 KVA, 67 -12.47 kV Power Transformer With Load Tap Changer For over 40 years, innovative technology and a commitment to superior customer service and support have established Virginia Transformer Corporation (VTC) as an engineering company leading in manufactunng a variety of Transformers. VTC designs and manufactures custom power transformers ranging from 300 KVA to 300 MVA, 230 kV class, both liquid -filled and dry -type units. VTC has design and manufacturing facilities in Roanoke, VA; Pocatello, ID and Chihuahua, Mexico. In addition, VTC has design and procurement capabilities in Delhi, India establishing a world -wide presence as a supplier of transformer solutions. VTC reserves the right to manufacture the product quoted herein at any of these plants. ih ea k R It This document contains Virginia Transformer Corp proprietary information and may not be copied or disclosed to others without written consent from Virginia Transformer Corp. PROPOSAL SUMMARY: ITEM DESCRIPTION !Validity of Quotation (Shipment By !Shipping Schedule 1F.0.B. !Freight Note: Please see "Value Added Options" below for an Expedited Shipment Option. 120% with P.O. 130% with Approval Drawing Submittal, Net 30 days 150% invoiced at time of shipment, Net 30 days Wire Transfer Information: Bank: Sun Trust Bank Inc. Sun Trust Plaza 10, Franklin Road Roanoke, VA- 24011 QTY !9/7/2012 !2/22/2013 22 24 weeks ARO (Standard Lead Time) (Destination !Prepaid allowed to Port Angeles, WA Account 1000023603904 Routing 061000104 Swift SNTRUS3A UNIT PRICE Bank Contact: VA Transformer: Accounting, Phone: 540- 345 -9892, E -mall :accounting @vatransformer.com EXTENDED PRICE I 12000 /13440/16000/17920 /20000/22400 1 1 1 $475,000 I $475,000 1 The Firm price offer is for shipment by 2/22/2013 and order by 9/7/2012. If shipment is delayed for customer reason, VTC Price Adjustment Policy will apply with base index for August 2012 and the final index will be that of the month of shipment In any case, the validity of Index Price offer expires 12 months from the date of original proposal. Robin Jeffries 540.982.3081 This proposal is Virginia Transformer's complete understanding of the specification requirements provided, and is the basis for acceptance of any resulting orders. The table below describes the salient ratings of the transformer(s) in the proposal: SHIPPING INFORMATION *PAYMENT TERMS (Subject to approval) ITEM #1 TECHNICAL SPECIFICATION: Load Tap Changing Transformer: ITEM #1 KVA Cooling Class Phases Frequency (Hertz JHV Rating(V) IHV BIL(kV) HV Taps QUANTITY 1 (12000/13440 /16000/17920/20000 /22400 (ONAN /ONAF /ONAF 1 :60 (67000 DELTA (350 (2 FCAN, 2 FCBN 2.50 IHV Bushing Mounting `Segment III, Cover Mounted IHV Terminal Chamber (None Radiators (Demount w/ Valves 1 Losses (MAX W/ ANSI Tolerance No Load Loss 111.2 KW at 100% volts Application Winding Temp Rise Dielectric Fluid Conductor Material 1LV Rating(V) LV BIL(kV) (Nom. Impedance ILV Bushing Mounting T ILV Terminal Chamber Paint Color Type Coil Type Load Loss TANK FEATURES: De- energized Manual No Load Tap Changer Stainless Steel Diagrammatic Name Plate Gasketed Manhole in Cover Panel Type Radiators Two Stainless Steel Ground Pads welded to Base on Diagonally Opposite Corners Welded Top Cover Cooling Fans for forced -air Cooling Nitrogen System with 3 Stage Regulator Fall Protection Plate Non -Skid Finish White Painted Inside of Tank STANDARD GAUGES AND ADDITIONAL FIXTURES l ACCESSORIES (Liquid Temperature Gauge W/ Contacts Pressure Vacuum Gauge W/ Contact Bleeder Liquid Level Gauge W/ Contacts Main LTC Pressure Relief Device W/ Contact, Flag Directional Shroud Main LTC (Simulated Winding Temperature Gauge W/ Contacts Sudden Pressure Relay GAS W/ Seal in Relay Main LTC Schweitzer SEL 2414 Electronic Temperature Monitor Note: Unless otherwise stated, all gauges and accessories shall be of VTC preferred provision. (LOAD TAP CHANGER 155/65 TYPE II MINERAL Copper 12470 Y/7200 1110 18.50 7.50 12000 KVA (Segment 11, Side Mounted (THROAT 170 III URETHANE OVER EPDXY (DISC CIRC. HV (46.25 KW at 12000 KVA Gauge Details BUSHINGS. CURRENT TRANSFORMERS AND LIGHTNING ARRESTERS Details of Bushings: Bushing HV LV Type Condenser Condenser Details of Current Transformers: Location HV LV LV LV Neutral Quantity /Phase 2 2 1 1 Details of Lightning Arresters: Location HV LOAD TAP CHANGER (LTC) I Sc Details of Load Tap Changer: Type Location Segment III Segment II CT Radio 600:5 1200:5 1200:5 600:5 kV Class 54 Radiators included in this quoted transformer Standard per above Demount (Hot Dipped Galvanized Quantity Phase MR MR MR MR 1 1 Single Ratio Multi Ratio Class Accuracy MCOV 42 Radiators VTC standard radiators are Hot Dipped Galvanized and do not require painting. These radiators are suitable for all climatic conditions that include chemical, petro- chemical and marine conditions. Unless specified differently below, these standard, galvanized radiators will be provided. Make �ocation (Beckwith M2001D Controller (Beckwith M2948 Position Transmitter (Line Drop Compensation Full Capacity Tap at all positions IVLCM (Virginia Transformer Load Tap Changer Control Module) Make ABB POLIM -S lOn LV Winding !Included Ilncluded 'Included Included (Included PCORE /ABB PCORE ABB C400 C400 0.15B0.9 C400 Manufacturer Reinhausen RMV -A NOTE: The actual voltages at various taps of the LTC shall correspond to the nearest turn in accordance with IEEE Std C57.12.00 2006 clause 9.1. This can lead to different step voltage between steps. TESTING: Routine per ANSI Impulse HV LV Sound Level Partial Discharge, Picco Insulation Power Factor Zero Sequence Impedance Sweep Frequency Response Analysis AMBIENT CONDITIONS: Ambient Temperature °C) Seismic Zone Altitude (Feet) [A] Shipping Overall Dimensions: SHIPPING HANDLING DETAILS: Dimension Width Depth Height [B] Shipping Estimated Weight: Estimated Weight of the Unit (Lbs) 1 Approximate Shipping Weight (Lbs) SUGGESTED SPARE PARTS: 95200 Remarks: The above dimensions are approximate. [C] Parts to be Shipped Separately: HV Bushings HV Arresters and Mounting Radiators Radiator Oil Fans and Mounting Overall Dimensions (Inches) 174 173 175 Particulars HV BUSHINGS ILV BUSHINGS 'FANS 'GASKET SET (CONTACTS AND COILS FOR EACH TYPE OF RELAY 'Min. -20 Av. 30 Max. 40 Zone3 &4 3300 Shipping Dimensions(Inches) 174 112 139 85210 Price !One (1) Included 'One (1) Included 'One (1) Included 'One (1) Included 'One (1) Included VALUE ADDED OPTIONS: Unloading I+ 9500 Field Service Assembly Testing Ilncluded 60/60 Month Extended Warranty W/ First Year In Out Coverage Ilncluded Expedited Shipment —18 weeks ARO; Shipment by 1/11/2013 with order by 9/7/2012 30,000 Note: Please see attached literature describing what is included with the extended warranty coverage and field services. CLARIFICATIONS /EXCEPTIONS TO THE SPECIFICATION NOTES VTC has quoted with ABB POLIM -S Polymer surge arresters as ABB is the VTC standard vendor and these arresters are kept in inventory. I All prices are excluding any State, Federal, Sales or Use Tax Price Adder 2. Written Purchase Orders are required prior to any Engineering, Manufacturing, or Order Entry by VTC. The stated delivery date contained in this proposal is predicated on the factory loading at the time of quotation. The actual delivery date will only be confirmed at the time an order is received. Our acknowledgement will confirm the committed shipment date. Virginia Transformer Corp. reserves the option to ship this unit within a window of four to six (4 to 6) weeks prior to the date requested on the purchase order. 3 Price includes Standard Factory Testing unless otherwise indicated and includes: ratio, polarity, resistance, induced and applied voltage (hi -pot) and impedance. Virginia Transformer Standard Terms and Conditions of Sale shall apply and a copy of such can be requested by email at sales @vatransformer.com. Drawings will be supplied four to five (4 -5) weeks (ARO) following receipt of technical and confirming purchase order. Customer Approval of Drawings are required one to two 1( weeks from date of submittal unless otherwise agreed to in writing by VTC. Failure to approve drawings in a timely manner may result in delayed delivery or additional charges. Time is of the essence for drawing approvals. Shipment will be scheduled twelve (th weeks following approval and release to manufacturing unless otherwise specified in the purchase order. 4 Access to final site and all access roads leading thereto must be suitable for un- impeded delivery by special, heavy -duty trucks carrying large transformers, including grades, turning radii, and surface conditions capable of supporting the combined weight of these trucks and transformers. 5 VTC will include its standard O &M manual with a Final, As -Built package of drawings and cat cuts of the devices. Reference VTC website for a sample copy of our standard O &M manual (www.vatransformer.com Brochures White Papers Liquid Filled Installation and Operation). VIRGINIA TRANSFORMER CORP Clarifications to Proposal The Buyer listed on the resulting Purchase Order is VTC's customer. All terms, schedules, approvals, technical issues and payments required by the order are the responsibility of the Buyer; no other end -user flow -down requirements are accepted Stenographic and clerical errors on this quotation are subject to correction. Prices are quoted F O.B., Factory unless otherwise stated Quotes F.O.B Destination require Buyer's guarantee of clear and free access to site Freight terms "Prepaid and Add" are subject to a 15% administrative fee included in the resulting freight invoice All orders are subject to review of equipment schedule and pricing prior to acceptance. VTC's Sales Order Acknowledgment constitutes acceptance for manufacture and shipment as shown on the acknowledgment form No orders shall be accepted subject to: a) Hold for Manufacture Release, or b) No Delivery Date specified. Shipping schedules are made in good faith. VTC cannot, however, accept liability for penalty or damages resulting from shipping delays caused by Force Majeure including but not limited to strikes, fires or any other cause beyond VTC's control. Ship Separate Parts may not arrive concurrently with the transformer and some assembly may be required Shipment may be made earlier after due notice to Buyer No charge backs for services, delays or etc on VTC's behalf shall be accepted without prior written authorization of VTC's Field Service Manager Units quoted for shipment under nitrogen blanket with oil provided separately assume the Buyer is responsible for oil filling unless otherwise noted Quotations include one (1) Standard Operation Maintenance Manual and Final As -Built Drawings. Additional copies are available for 0 1% copy or as otherwise agreed. All specifications requiring bolted covers are quoted per VTC's standard rectangular design unless otherwise stated herein. State and Local sales /use taxes and or Customs Duties, where applicable, are the responsibility of the Buyer Pro rata payments shall become due as shipments are made If shipments are delayed by Buyer, payments shall become due from the date VTC is prepared to make shipment If order is delayed by Buyer during manufacture, payment shall be based on the contract price and percent of completion Apparatus' held for the Buyer shall be at the risk and expense of the Buyer and storage charges will apply VTC's standard storage rates are as follows 1 FOB Factory 0 05% of order value per day $2,500 craning charges (minimum daily charge not less than $40 /day) 2. FOB Destination 0 10% of order value per day $2,500 craning charges (minimum daily charge not less than $40 /day) All purchase orders will be subject to VTC's standard cancellation policy as follows 10% of order amount after order entry, Additional 20 of order amount after outline drawing completion submission; If manufacturing has begun, charges will be based upon percent completion plus 30 for engineering and order entry. VTC's responsibility ceases with delivery of merchandise in good order at the F O.B point Claims for shortage or damage in transit must be made by Buyer against the Carrier In the absence of definite shipping instructions, VTC reserves the right to ship all material, upon completion, by any public carrier which in VTC's opinion is satisfactory. Shipments are made during the week shown on the Sales Order Acknowledgment and arrival on site is a best estimate only No material will be accepted for return without prior written consent or instruction Material returns are to be prepaid by the Buyer to Factory. VTC's Standard Warranty provision as contained in VTC's Standard Terms and Conditions of Sales (10/02) shall apply. In summary, VTC warrants to repair or replace, F.O B Factory, any equipment manufactured by VTC due to defective material or workmanship, under normal and proper use, within one year from installation or eighteen months from date of shipment, whichever comes first. Buyer shall make the equipment available to the Seller to perform warranty work at the job site without interference VTC will not assume any expense of liability for any repairs or modifications to the equipment without prior written authorization There will be no guarantee, warranty or liability for damage or expense other than stated VTC's, warranty on purchased components will be limited to the warranty provided by the component manufacturer Under no circumstances will VTC accept any consequential damages. The following Warranty Options are available for quotation 1 Extended Warranty Option Covers core and coils only against failure occurring with respect to normal operation and within the parameters for which the transformer was designed 2 In /Out Coverage Option For warranty failures occurring within the period defined, VTC will cover only the expenses to transport the transformer to a repair facility and back to site Buyer will make transformer ready for shipment in the condition it was originally received per the Outline Drawing with clear and free access by Carrier Craning, civil work, disconnection and reconnection of the transformer, etc is the responsibility of the Buyer VTC's standard term for payment is Net 30 subject to credit approval. unless otherwise noted Interest of 1 per month will be charged on unpaid, past due balances No other payment terms shall apply unless agreed upon in writing by an officer of VTC. Payments shall not be contingent on end -user payment to Buyer and VTC reserves the right to refuse to fulfill any and all obligations (including field service and voiding of warranty) if payment is not received by the terms of sale 1 Contract ors /Distributors /Packaners/Transit Customers Progress payments may be required and negotiated prior to order acceptance. 2 Foreion Customers 30% Advance with order, 70% Balance before shipment or 100% by Letter of Credit. EXIM Bank financing available If in the judgment of VTC, the financial condition of the Buyer, at any time during the manufacturing period, or at the time the apparatus is ready for shipment, does not justify the terms of payment specified, VTC reserves the right to require full or partial payment in advance Setoff of payment against any other orders is prohibited Except where specifically stated otherwise, prices on this quotation do not include export shipment preparation and /or packaging. This quotation is on the basis of present commodity prices. Any significant variations of commodity prices will be charged extra. In case of non performance by Buyer requiring legal action, VTC's cost of action shall be the responsibility of the Buyer. Any action, controversy, or claim arising out of or related to the contract, or breach thereof, shall be settled by arbitration with the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This quotation is not valid unless issued by Virginia Transformer Corp in the name of the Buyer Liquidated Damages are not accepted unless in writing by VTC In no event shall any liquidated damages (as an aggregate) exceed 5% of the resulting order value unless as otherwise expressly agreed in writing by Seller. Retainage amounts are not accepted unless in writing by VTC In no event shall any retainage amounts exceed 10% of the resulting order value and must be payable within 60 days of transformer shipment unless as otherwise expressly agreed in writing by Seller. VTC reserves the right to adjust prices and schedule for alterations or changes authorized by the purchaser subsequent to order acceptance The following minimum standard escalation factors shall apply for Buyer ordered changes after the Purchase Order has been accepted 1. Change by customer after P.O. received and entered 1.2 times Sales Price of added items 2. Change by customer after drawing approval 1.7 times S P. of added items 3 Change by customer after Sales release but before design release 2 2 times S P. of added items (Eng Complete) 4. Change by customer after Engineering Release to manufacture 2 5 times S P. of added items 5 Change by customer within 6 week window of scheduled ship date (per Review) 2 8 times S P of added items minimum 6 Change by customer Ship Date moved to accommodate manufacturing schedule Per original schedule ship date 7. Change by customer at Witness Test or Inspection 3.5 times S.P. of added items Virginia Transformer Corp's General Terms and Conditions of Sale Virginia Transformer Corp, hereinafter referred to as Seller, hereby offers to supply the Items and/or services identified in the quotation, proposal, or acknowledgment expressly conditional upon the Buyer's acceptance of the following terms Seller, by Its commencement of performance, shall not prejudice its rights to enforcement of these conditions Any confirmatory action by the Buyer hereunder, or any acceptance of such equipment or services, installation, energization or utilization shall constitute assent to said ternis or conditions Stenographic and clerical errors on this quotation, proposal, or acknowledgment are subject to correction 1 ACCEPTANCE OF ORDER None of Buyer's Terms and Conditions contained in the Purchase Order shall alter Seller's Terms and Conditions in any iespect and shall not apply to this transaction unless specifically agreed to in wntrng on the face of Sellers sales contract form 2 EXPIRATION OF 01-1-ER All offers of sale by Sellei are valid for thirty (30) days from the date of the offer based on product delivery within 6 months unless otherwise specifically stated in the Seller's offer or as otherwise may be expressly agreed to in wnung by the Seller All such offers of Seller are subject to change without notice after this penod unless earlier withdrawn by the Seller 3 MINIMUM ORDER VALUE The minimum acceptable value of any order is $500 00 Buyers accumulation of a number of items into one purchase is authonzed to reach the minimum order value 4 F O.B POINT ANT) SHIPMENTS. Title to the goods and nsk of loss shall pass to Buyer at the FOB point All supplies and services are sold FOB ongm and the point of ongm shall be that of Seller's factories or locations Identified in its proposal or sales contract form unless as otherwise specifically agreed to in writing on the face of Sellers sales contract Seller assumes no responsibility for delay, breakage, damage or loss after delivery to the tamer as evidenced by "in good order' receipts from the Gamer All claims for loss, damage and delay in transit are to be handled by Buyer directly with the carer Seller shall select method of transportation and route on behalf of Buyer, unless Buyer specifies the method and route and is to pay freight costs in addition to pnce Seller reserves the right to make partial shipments at its discretion Claims for shortages or incorrect items must be made in wnting to Seller within seven days after receipt of shipment Failure to give such notice shall constitute an unqualified acceptance of equipment and waiver by Buyer of all claims for such shortages or Incorrect items When terms are F 0 B destination or freight allowed to destination, "destination" means common tamer delivery point nearest the destination (within the continental United States, excluding Alaska, Hawaii, Puerto Rico, etc) When terms are F O.B job site or pad, Buyer guarantees all access roads are suitable for normal un- impeded access to site with free and clear access to area directly adjacent to the placement point of the unit with no physical obstructions and clear of stored matenals Shipping schedules and delivery arrangements are made in best effort and good faith Seller cannot, however, accept Liability for penalty or damages resulting from shipping delays caused by Force Majeure including but not limited to stnkes, fires, truck availability or any other cause beyond VTC's control Ship Separate Parts may not an we concurrently with the transformer and some assembly may be required Shipment may be made earlier after due notice to Buyer 5 BUYER'S OBLIGATION OF ASSISTANCE Except to the extent Seller has otherwise assumed such responsibility for itself under express provisions of the attachment hereto entitled "Statement of Work" Buyer shall. a) place at Seller's disposal all information necessary for performance of the work Including any plans, plant layout, wiring instructions and operational information that may reasonably be expected to affect the performance of the work This includes to the extent reasonable previous studies or reports and other data relative to the design, installation and selection of equipment for the work to be performed by Seller b) Buyer guarantees access to and to make all reasonable provisions for Seller to enter on its property and othei public and private lands as is required for peifommance of the work including safe storage of equipment, matenals and tools dunng the process of any such off -site work c) Buyer agrees to cooperate in all reasonable ways necessary to Sellers performance of the work d) Buyer covenants that it has disclosed fully and accurately to Seller all general and local conditions which can effect performance of the work prescnbed hereunder or the price thereof Buyer acknowledges that Seller is entitled to rely on information furnished by Buyer in developing its specifications, equipment selection, price and other terms of this order 6 PAYMENT TERMS, Terms are "NET thirty (30) days" calculated from the date of invoice if credit arrangements have been approved in advance by Seller and these terms are Included on the Seller's sales contract form Otherwise, payment is required before shipment or delivery in a form and arrangement acceptable to Seller In addition to any other nghts or remedies available to seller, failure to pay the amount(s) due within the time specified will result in a late charge of one and one half (1 -1/2 percent per month to Buyers account until final payment Payments shall not be contingent on end -user payment to Buyer and Seller reserves the right to refuse to fulfill any and all obligations (Including field service and voiding of warranty) if payment is not received by the terms of sale Except to the extent otherwise specified by Seller in Its quotation, pro rata payments shall become due without setoff as shipments are made. If Seller consents to delay shipments after completion of any product, the goods may be placed in storage by Seller for Buyer's account and risk, and Buyer shall pay all charges for storage, trucking and other Incidental expenses incurred by Seller Any order for products by Buyer shall constitute a representation that Buyer is solvent In addition, upon Seller's request, Buyer will furnish a written representation concerning its solvency at any time pnor to shipment If Buyer's financial condition at any time does not justify continuance of the work to be performed by Seller hereunder on the agreed terms of payment, Seller may require full or partial payment in advance In the event of Buyer's bankruptcy or insolvency, or insolvency or in the event any proceeding is brought against Buyer, voluntarily or Involuntarily, under the bankruptcy or any insolvency laws, Seller shall be entitled to cancel any order then outstanding at any time dunng the period allowed for filing claims against the estate and shall receive reimbursement for its proper cancellation chaiges Seller's nghts under this article are in addition to all rights available to It at law or in equity 7 CHARGEBACKS. SET -OFF. OFFSETS OR WITHHOLDING In no event will Seller accept any back charges, set -off, offsets, withholding for mateiial or services without the prior written consent of Seller's authonzed personnel 8 DELIVERY The pnces quoted are for the shipment dates provided on the Seller's sales contract form or proposal While the Seller shall have no obligation to comply with unilateral directives to change schedules or temporanly cease work, Seller will endeavor to accommodate Buyers reasonable wntten requests for acceleration or deceleration made at least ninety/sixty(90 /60) days respectively pnor to scheduled delivery Such changes may 01 may not be accepted by Seller at Its sole discretion In the event Seller accepts such changes, Seller shall be under no obligation to comply therewith until a pnce adjustment acceptable to Seller is negotiated between the parties and evidenced by an amendment to the order Any agreement to delay delivery shall not exceed 6 months from original acknowledgement ship date, goods not released for shipment within such revised time frame shall be automatically deemed canceled and subject to Seller's Cancellation terms listed below 9 EXPORT REGULATIONS Buyer acknowledges that if the items purchased hereunder are to be exported, they are subject to the U S Commerce and/or State Department Export Regulations Buyer accepts full responsibility for and agrees to comply fully with such regulations, including obtaining export licenses and re -export permission unless otherwise agreed that Seller is to be exporter of record 10 CANCELLATION TERMINATION In the event of cancellation of this order for breach of the provisions hereof by Buyer, Seller shall have no further liability to Buyer and Seller shall not be liable for any costs of cancellation, special, incidental or consequential damages (including punitive or exemplary damages) for any cause or of any nature whatsoever and such cancellation shall be in addition to any other nghts and remedies of Seller under this order or at law Further, Seller reset ves the nght to cancel this order or any portion thereof without liability if Buyer falls to make payment as required by the terms of the acknowledgement or if Buyer is adjudicated bankrupt, files a petition in bankruptcy, makes an assignment for the benefit of creditors or if action under any law for the relief of debtors is taken All temunations shall be subject to the following cancellation charges 10 of order amount after order entry by Seller, n Additional 20 of order amount after outline drawing completion submission, in. If manufacturing has begun, charges will be based upon percent completion plus 30 for engineenng and order entry I PATENT INFRINGEMENT To the extent that the items ordered are manufactured to designs, drawings, specifications or instructions furnished by Buyer, Buyer guarantees that the manufacture and sale or use of such items will not infnnge upon any U S or foreign patents Buyer further agrees to indemnify and hold harmless the Seller from any expense, loss, cost, damage or liability of any kind which may be incurred because of any such infnngement or alleged infringement of patent rights with respect to such items and to defend, at its own cost and expense, any action or claim in which such infnngement is alleged Buyer shall promptly notify Seller of any such action and shall provide Sellei an opportunity, at Seller's option, to participate in any defense of such action or claim at Sellers own expense Seller shall hold Buyer hamnless from costs actually incurred ansing directly from the defense of any suit for infringement of any domestic or foreign patent by a Seller manufactured item, provided Seller shall be given timely wntten notice of such suit and the option to replace the same, obtain a license, make other arrangements to avoid litigation or to defend the suit No indenutrficatron is offered for alleged infnngement ansing from the use of Sellers items in combination with other items supplied by Buyer or from compliance with drawings, specifications or instructions furnished by Buyer as descnbed in the paragraph above Further, no indemnification by Seller applies if this order is accepted under a U S government contract containing an Authorization and Consent Clause applicable hereto as prescnbed by fedeial procurement laws and regulations 12 DISCLOSURE OF INFORMATION PROPERTY OF SELLER Any information, suggestions or ideas transmitted by either Buyer or Seller in connection with performance hereunder are not to be regarded as secret or submitted in confidence except as may be otherwise provided in writing signed by a duly authorized representative of the disclosing party Neither party shall use or disclose such property to any third party or any one not having a need to know, including employees, without the prior written consent from the disclosing party Title to all tools, test equipment and facilities not furnished by Buyer or specifically paid for by Buyer as a separate line item under any order, shall remain with Seller Further, Seller does not agree to submit to Buyer as a result of the Consideration paid under this older, any information, technical data or drawings which are proprietary to Seller, nor does Seller agree to grant to Buyer any patent nghts, title or license without Seller's expressed prior wntten consent 13 TAXES In addition to any pnce specified herein, Buyer shall pay the gross amount of any present or future sales, use, excise, value- added, of other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by Seller or Buyer, or Buyer shall furnish Seller with evidence of exemption acceptable to the taxing authorities 14 EOUiPMENT WARRANTIES AND REMEDY (A) Seller warrants that each newly manufactured item sold hereunder and such portion of a repaired/refurbished item as has been repaired or replaced by Seller under this warranty, shall be free from defects in material, workmanship or title at the time of shipment and shall perform dunng the warranty penod in accordance with the specifications incorporated herein Should any failure to conform to these warranties (excluding any defects in title) be discovered and brought to Seller's attention during the warranty penod and be substantiated by examination at Seller's factory or by authonzed field personnel, then (i) Seller shall correct such failure by, at Seller's exclusive option, repair or replacement of the nonconforming item or portion thereof with Buyer promptly making product available to be worked by Seller's personnel or agents without interference with no additional cost to the Seller, or (n) Buyer making available product F O B Seller's plant with Seller's written return authorization, at Seller's exclusive option, for repair or replacement of the nonconforming item or portion thereof Buyer agrees that this remedy shall be its sole and exclusive remedy against Sellei and that no other remedy shall be available or pursued by Buyer against Seller. In no event shall the Seller be liable for any costs or expenses in excess of those described in this paragraph and expressly excluding any Liability or damages for special, incidental or consequential damages. The warranty period for newly manufactured items shall extend 12 months from the date of first energization or 18 months from the date of shipment whichever occurs first or unless a different warranty penod is agreed to by Seller The warranty penod for repaired/refurbished articles shall extend for the unexpired warranty period of the item repaired or replaced or for 90 days, whichever is longer This warranty shall be voided and not extend to any item that upon examination by Seller is found to have been subject to 1 mishandling, misuse, negligence or accident 2. storage, installation, operation or maintenance that either was not in accordance with Seller's specifications and instructions or otherwise improper 3. tampering as evidenced for example by broken seals, damaged packaging containers, etc 4. testing of equipment above normally accepted field tests 5. repair or alteration by anyone other than Seller without Seller's express advance wntten approval 6. payment(s) not received per terms of sale Failure to promptly notify Seller in writing upon discovery of any non conforming items during the warranty period shall void the warranty as to such items. Buyer shall describe any such non conformities in detail, expressing its position as to return of any article under the remedy provided herein. No returns shall be accepted without prior approval by Seller. No back charges shall be accepted without the prior written consent of Seller's authorized representative. Where a failure cannot be corrected by Seller's reasonable efforts, the parties shall mutually agree upon an equitable adjustment in price. The preceding sets forth the exclusive remedies for claims (except as to title) based on defect contract or tort (including negligence) and however instituted. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (B) SELLER'S INSTALLATION WARRANTY Seller warrants that all work hereunder shall be performed in accordance with the standards employed by Seller in performing the same or similar services for itself Seller disclaims any and all other representations or warranties expressed or implied including without limitation any representation or warranty that a) any unauthonzed entry, burglary, theft, embezzlement or any other crimes will be prevented by the equipment and/or installation thereof of that b) any particular purpose or standard of care intended or desired or any particular results to be achieved by Buyer through the installation and operation of the items to be delivered hereunder Seller's installation services and installation wananty does not include or imply any assistance for system field troubleshooting and no back charges for such services shall be accepted without the pnor written consent of Seller's authorized representative (C) EXTENDED WARRANTY OPTION When purchased, warranty may be extended by the period specified covenng core and coils only against failure occumng with respect to normal operation and within the parameters for which the transformer was designed (D) 1N /OUT COVERAGE OPTION When purchased, Seller will cover only the expenses to transport the transformer to a repair facility and back to site for warranty failures occumng within the period defined Buyer will make transformer ready for shipment in the condition it was originally received per the Outline Di awing with clear and free access by Carrier Craning, civil work, disconnection and reconnection of the transformer, etc is the responsibility of the Buyer 15 CONFIGURATION STATUS AND SUBSTITUTION OF MATERIALS, Seller reserves the nght to make substitution of materials without degrading the quality of product Customer approval will be solicited when changes affect form, fit or function. Seller further reserves the nght to discontinue any items without notice and to change or modify specifications at any time without incurring any obligation to incorporate new or modified features in components or pioducts previously sold or shipped 16 LIMITATION OF LIABILITY Seller's liability on any claim for loss or damage ansing out of this contract or from the performance or breach thereof of connected with the design, manufacturing and supplying of any good hereunder, or their sale, resale, operation or use, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allowed to such goods or part thereof involved in the claim Seller shall not, under any circumstances, be liable for any labor charges without the prior wntten consent of the Seller Seller shall not in any event be liable, whether as a result of breach of contract, warranty, tort (including negligence) or other grounds, for special, consequential, incidental or penal damages including, but not limited to, loss of profits or revenue, loss of use of the product or any associated product, cost of capital, cost of substitute products, facilities or services, downtime costs, or claims of customers of the Buyer for such damages 17 HAZARDOUS BUSINESS Unless otherwise agreed in writing by an authorized representative of the Seller, goods sold hereunder are not intended for use in connection with any nuclear facility or any other hazardous activity such as commercial or military aircraft, missile installation, space exploiatton or other critical applications where failure of a single component could cause substantial harm to persons or property If so used, Seller disclaims all liability for any nuclear damage contamination or other injury and Buyer shall indenmify and hold Seller hamiless from such liability whether as a result of breach of contract, wananty, tort (including negligence) or other grounds Neither Seller nor its suppliers shall have any liability to the Buyer or its insurers whether based on contract warranty, tort (including negligence) or other grounds for on -site damage to any property located at a nuclear facility 18 COMPLIANCE WITH LAW Buyer shall comply with all applicable Federal, State and local laws including but not limited to laws concerning procurement integrity (particularly subsections 27(a), (d) and (f) of the Office of Federal Procurement Policy Act, as amended, 41 U S C §423 and FAR 3.104 -3, the Byid Amendment (31 U S C §I352), laws governing lobbying activities (2 U S C §261 et sea particularly 267), laws prohibiting the giving of bribes (18 U S C. §201(b) or gratuities (18 U S C §201 (c), the Foreign Corrupt Practices Act of 1977, as amended, (15 U S C §78m, 78dd -1, 78dd -2, and 78ff) Buyer acknowledges that if items purchased are to be exported, Buyer has the complete responsibility and agrees to comply with all export laws and regulations of the U S Department of Commerce and of the U.S State Department. Seller heieby certifies that all goods sold hereunder which are produced or manufactuied in the United States of America are products in compliance with the Fair Labor Standards Act of 1938 which shall be considered as satisfied by this certification 19 INSURANCE Buyer shall maintain its usual and customary Insurance coverage for automobile, workmen's compensation and third party liability claims dunng performance of this order and, if requested by Seller, name Seller an insured under its third party liability coverage 20 NON WAIVER The failure of Seller to enforce at any time any of the provisions of this order shall not constitute a waiver of such provisions or a waiver of the nght of Seller to enforce any or all provisions If any temp or provisions of this order is held invalid or unenforceable by any court of competent Iunsdiction, the remainder of this order shall continue to be valid and binding upon the parties unless performance thereof is rendered legally impractical and no longer fulfills the intention of the parties under this order 21 APPLICABLE LAW AND FORUM FOR RESOLUTION OF DISPUTES This contract shall be deemed to have been made and performed in, and shall be construed, interpreted and the nghts and obligations of the parties determined by the law of the Commonwealth of Virginia excluding choice of law rules Any action, controversy or claim ansing out of or related to this contract, or any breach thereof, shall be settled by arbitration administrated by the American Arbitration Association under its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having junsdiction thereof Such arbitration shall take place in Roanoke, Va In case of non by Buyer requinng legal action, Seller's cost of action shall be the responsibility of the Buyer 22 PRICE VARIATION This agreement is on the basis of present commodity prices Commodity prices at the time of shipment will be considered in determining if the pnces for goods are to be modified Seller reserves the nght to adjust prices for alterations or changes authorized by the Buyer subject to Seller's acceptance of the order. 23 ASSIGNMENT Except as otherwise expressly provided herein, no assignment of this order or Buyer's rights under this order shall be made by Buyer without the prior written agreement of the Seller 24 FORCE MAJEURE In addition to other liability limitation herein contained Seller shall not be responsible to the Buyer for any loss or damage due to failuie or delay in performance or delivery of any of the items or services required under this order when such delay or failure is due to causes beyond the failing or delaying parties reasonable control Such causes shall include without limitation fires, floods, epidemics, quarantines, unusually severe weather, stnkes, embargoes, wars, political stnfe, nots, delays in transportation, compliance with any regulation or directives of any national, state or local municipal government or authonty and unforeseeable shortages in fuel, power, matenals or labor Seller shall not be liable for delays in delivery or performance, or for failure to manufacture, deliver or perforni, due to an inability on account of a cause beyond the reasonable control of Seller to obtain necessary materials, components, services or facilities Seller will notify Buyer of any material delay excused by this clause and will specify the revised delivery date as soon as practicable. In the event of any such delay, there will be no termination and the date of dehvei y or of performance shall be extended for a period equal to the time lost by reason of the delay. 25 ORDER TERMS EXCLUSIVE This order constitutes the enure and sole agreement between the parties concerning the subject matter of this order and the paves acknowledge and agree that none of them has made any representation with respect to the subject matter of this order or any representations including the execution and delivery hereof except as specifically set forth herein Captions as used herein are for convenience or reference only and shall not be deemed or construed as in any way limiting or extending the meaning of any terms and conditions contained herein 26 MODIFICATION This order may not be modified except by wntten instrument executed by the parties with the same formality 27 SECTION TITLES Section titles appearing in the General Terms and Conditions of Sale are for convenience only and shall not be construed as interpretations of text 28 APPENDICIES Any appendix or other terns and conditions of the Seller as may be attached hereto and/or identified herewith are hereby incorporated and made a part of these terms and conditions All orders or contracts shall be subject to such additional terms and conditions which shall control over any inconsistency with the terms and conditions stated herein END OF PROPOSAL