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HomeMy WebLinkAboutresolution.council.032-24RESOLUTION # 032 (Series of 2024) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND SCHWEITZER ENGIZ�TEERING LABORATORIES, INC. AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a contract for the construction of a new SCADA control system for infrastructure at the Puppy Smith switch station in Aspen, between the City of Aspen and Schweitzer Engineering Laboratories, Inc., a true and accurate copy of which is attached hereto as Exhibit «A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, That the City Council of the City of Aspen hereby approves that Contract for the construction of a new SCADA control system for infrastructure at the Puppy Smith switch station in Aspen., between the City of Aspen and Schweitzer Engineering Laboratories, Inc., a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 12th day of March, 2024. Torre, Mayor I, Nicole Henning, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held, March 12', 2024. Nicole Henning, City Clerk DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 CITY OF ASPEN STANDARD FORM OF AGREEMENT ®r! AJ T 40 19 CITY OF ASPEN SUPPLY PROCUREMENT AND PROFESSIONAL SERVICES City of Aspen Project No.: 2024-064 AGREEMENT made as of 12th day of March, in the year 2024. BETWEEN the City: The City of Aspen c/o Sara Ott 427 Rio Grande Place Aspen, Colorado 81611 Phone: (970) 920-5055 And the Professional: SEL Engineering Services, Inc. c/o Contracts and Risk 2350 NE Hopkins Court Pullman, WA 99163 Phone: 509-3324 890 Email: selcontracts@selinc.com For the Following Project: Contract Amount: Procurement: Professional Services: Total: $ 37,852.87 $ 55,169.25 $ 93,022.12 If this Agreement requires the City to pay amount of money in excess of $1005000.00 it shall not be deemed valid until it has been approved by the City Council of the City of Aspen. City Council Approval: Exhibits appended and made a part of this Agreement: Date: Resolution No.: Exhibit A: List of supplies, equipment, or materials to be purchased &Scope of Work. Agreement for Procurement and Professional Services Page 0 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 The City and Professional, herein referred to individually as "Party" and collectively as "Parties", agree as set forth below. SUPPLY PROCUREMENT 1. Purchase. Professional agrees to sell and City agrees to purchase the supplies, equipment, or materials as described in Exhibit A, appended hereto and by this reference incorporated herein, for the sum of set forth above. Delivery. (FOB - 219 Puppy Smith St, Aspen, Colorado) 2. Contract Documents. This Agreement shall include ali Contract Documents as the same are listed in the Invitation to Bid or Request for Proposals and said Contract Document are hereby made a part of this Agreement as if fully set out at length herein. 3. Warranties. Professional warrants to the City that goods manufactured by Professional's parent company Schweitzer Engineering Laboratories, Inc. ("SEL") and provided hereunder (hereinafter referred to as "Products") are free from defects in material and workmanship for ten (10) years after shipment for all SEL Products, including SEL-manufactured control enclosure structures and panels. The sole and exclusive warranties for any software are set forth in the SEL Software License Agreement. This warranty is conditioned upon proper storage and shall be void in its entirety if the City modifies Products without prior written consent to and subsequent approval of any such modifications by Professional or uses Products for any applications that require product listing or qualification not specifically included in the Professional's written quotation or proposal. If any Product fails to conform to this warranty, City properly notifies Professional of such failure and City returns the Product to SEL factory for diagnosis (and pays all expenses for such return), Professional shall correct any such failure by, at its sole discretion, either repairing any defective or damaged Product part(s) or making available any necessary replacement part(s) or Product(s). Professional will pay the freight to return the Product to the City (Carriage Paid to (CPT) customer's place of business). If Professional is unable or unwilling to repair or replace, Professional and City shall negotiate an equitable resolution such as a prorated refund or credit to the City's account. Any Product repair or upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT WARRANTY OF TITLE AND AGAINST PATENT INFRINGEMENT. Professional shall, whenever possible, pass the original manufacturer warranty to City for non-SEL products. Professional does not warrant non-SEL products, including non-SEL control enclosure structures, and non-SEL products within SEL panels, control enclosure structures and systems, and products or prototypes provided by SEL for testing, marketing, or loan purposes. Professional shall perform Services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Professional shall reperform (or, at Professional's option, pay a third party to reperform) any defective Services (including Services performed in conjunction with SEL systems) at no cost upon receipt of notice detailing the defect(s) within one (1) year of performance of the original Services. Agreement for Procurement and Professional Services Page 1 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 4. Successors and Assigns. This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Professional respectively and their agents, representatives, employee, successors, assigns and legal representatives. Neither the City nor the Professional shall have the right to assign, transfer or sublet its interest or obligations hereunder without the written consent of the other party, except for the manufacture of Products provided hereunder by SEL. PROFESSIONAL SERVICES 6. Scope of Work. Professional shall perform in a competent and professional manner the Scope of Work as set forth at Exhibit A attached hereto and by this reference incorporated herein. 7. Completion. Professional shall commence Work upon a) execution of this Agreement; b) in accordance with the schedule agreed upon between the Parties, and c) a written Notice to Proceed from the City. Professional shall complete all phases of the Scope of Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work in a timely manner. The parties anticipate that all Work pursuant to this Agreement shall be completed no later than September 30, 2024, with the installation and operation of all the equipment no later than September 30, 2024. Final completion of the project as a whole will be finished on September 30, 2024 ("Final Completion Date"). Upon request of the City, Professional shall submit, for the CO ty's approval, a schedule for the performance of Professional's services which shall be adjusted as required as the project proceeds, and which shall include allowances for periods of time required by the City's project engineer for review and approval of submissions and for approvals of authorities having jurisdiction over the project. This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the Professional. 8. Payment. In consideration of the work performed, City shall pay Professional on a time and expense basis for all work performed. The hourly rates for work performed for this initial scope of work by Professional shall not exceed those hourly rates set forth at Exhibit A appended hereto. Except as otherwise mutually agreed to by the parties the payments made to Professional shall not initially exceed the amount set forth above. Professional shall submit, in timely fashion, invoices for work performed. The City shall review such invoices and, if they are considered incorrect or untimely, the City shall review the matter with Professional within ten days from receipt of the Professional's bill. City shall pay Professional net thirty (30) days from the date of Professional's correct invoice. 9. Non-Assi _ ng ability. Except as stated in Section 5 herein, both parties recognize that this Agreement is one for personal services and cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub -Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations under this Agreement. Professional shall be and remain solely responsible to the City for the acts, errors, omissions or neglect of any subcontractors' officers, agents and employees, each of whom shall, for this purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub- contractor. 10. RESERVED Agreement for Procurement and Professional Services Page 2 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 11. Termination for Convenience and Default. The Professional or the City may terminate this Agreement, without specifying the reason therefor, by giving ten (10) days prior notice, in writing, addressed to the other party, specifying the effective date of the termination. No fees shall be earned after the effective date of the termination. Upon any termination, all finished Work Product and/or Products paid for in full and completed by the Professional pursuant to this Agreement shall be delivered to the City, if not already delivered. The City may cancel the work or Products partially completed at the time of termination. The City will be charged a re -stocking fee for Product which is partially complete but the City does not wish to purchase. Notwithstanding the above, Professional shall not be relieved of any liability as indicated in Section 13. Indemnification of this Agreement, to the City for damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the City may withhold any payments to the Professional for the purposes of set-off until such time as the exact amount of damages due the City from the Professional may be determined. 12. Independent Contractor Status. It is expressly acknowledged and understood by the Parties that nothing contained in this Agreement shall result in, or be construed as establishing an employment relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use his or her best efforts to provide the said Services on behalf of the City. No agent, employee, or servant of Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested only in the results obtained under this Agreement. The manner and means of conducting the work are under the sole control of Professional. None of the benefits provided by City to its employees including, but not limited to, workers' compensation insurance and unemployment insurance, are available from City to the employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its acts and for the acts of Professional's agents, employees, servants and subcontractors during the performance of this Agreement. Professional shall indemnify City against all liability and loss in connection with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax law, with respect to Professional and/or Professional's employees engaged in the performance of the services agreed to herein. 13. Indemnification. Professional agrees to defend all claims brought against City or its officers, agents, or employees (collectively "Indemnitees") by a It party ("Third -Party Claims") and indemnify and hold Indemnitees harmless for losses, costs, expenses, fees, or damage (including reasonable attorney's fees) (collectively "Damages) resulting from Third -Party Claims to the extent that such Third -Party Claims and Damages arise out of the following:(a) bodily injury, personal injury or death of a person, where such injury or death is (1) cause by Professional, (ii) attributable to Professional's performance under this Agreements or (iii) arises from or is connected to a defect in any Product provided by Professional pursuant to this Agreement; (c) damage to property caused by Professional; (d) a violation by Professional of any applicable laws, rules, regulations, or safety requirements in connection with Professional's obligations under this Agreement; or (e) infringement by Professional of any United States patent, copyright, trade secret, or other intellectual property right of another. Professional shall not be liable or required to indemnify or hold the Indemnified Parties harmless for Damages that are caused by or attributable to the acts or omissions of an Indemnitee or a third party. 14. Infringement Claims. If a Product or Service becomes, or in Professional's reasonable opinion is likely to become, the subject of a Third -Party Claim of infringement or misappropriation of an intellectual property right, then Professional shall, at its sole expense and discretion: (a) exchange the Product or Service with a non -infringing Product or Service; (b) promptly procure for Agreement for Procurement and Professional Services Page 3 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 Indemnitee the right to continue to use the Product or Service; (c) modify the Product or Service to make it non -infringing, provided that the modified Product or Service meets the specifications and all other applicable requirements under this Agreement; or (d) repurchase the Product or Service from Indemnitee for a fair portion of the original price. Professional shall not be liable for Damages that arise after Professional offers one or more of the foregoing remedies in good faith. 15. Assumption of Defense. Regarding Professional's defense obligation: (a) Professional shall assume the defense of a Third -Party Claim through counsel chosen by Professional; and (b) City shall: (i) give prompt written notice of the Third -Party Claim to Professionals (ii) provide reasonable assistance to Professional in the defense of the Third -Party Claim, (In mitigate damages related to the Third -Party Claim; and (iv) give Professional full control of all aspects of defense of the Third -Party Claim, including settlement, except as otherwise provided herein. Professional shall obtain written consent from the Indemnitee before settling the Third -Party Claim if the proposed settlement requires action by the Indemnitee or contains an admission of liability or wrongdoing by the Indemnitee. The Indemnitee may, at its sole option and expense, participate in the defense of such third -party claim with counsel chosen by the Indemnitee. 16. Additionally, if the Third -Party Claim against an Indemnitee is not covered by Professional's insurance policy maintained pursuant to this Agreement, then Professional shall: (a) bear all costs of defense; provided, however, if the Indemnitee is determined to be liable for the Third -Party Claim, then: (1) City shall reimburse Professional for the costs of defense in proportion to the Indemnitee's liability, as determined by the trier of fact or agreed to in a written settlement between Professional and the Indemnitee; and (ii) Professional's duty to defend shall cease to the extent that the Indemnitee is found to have been liable; and (b) pay Damages in proportion to Professional's liability, as determined by the trier of fact or agreed to in a written settlement between Professional and the Indemnitee. 17. Exclusive Remedy. The indemnity provided by Professional herein shall be City's exclusive remedy for Third -Party Claims and resulting Damages. 18. .Professional's Insurance. (a) Professional agrees to procure and maintain, at its own expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types. (b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured and maintained with forms and insurance acceptable to the City. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Professional pursuant to Section 8 above. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Agreement for Procurement and Professional Services Page 4 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 (i) Worker's Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this contract, and Employers' Liability insurance with minimum limits of ONE MILLION DOLLARS ($1,000,000.00) for each accident, ONE MILLION DOLLARS ($1,000,000.00) disease - policy limit, and ONE MILLION DOLLARS ($1,000,000.00) disease - each employee. Evidence of qualified self4risured status may be substituted for the Worker's Compensation requirements of this paragraph. (ii) Commercial General Liability insurance with minimum combined single limits of TWO MILLION DOLLARS ($2,000,000.00) each occurrence and THREE MILLION DOLLARS ($3,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury, independent contractors, products, and completed operations. The policy shall include coverage for explosion, collapse, and underground hazards. The policy shall contain a severability of interests provision. (iii) Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than ONE MILLION DOLLARS ($1, 000, 000.00) each occurrence and ONE MILLION DOLLARS ($1, 000, 000.00) aggregate with respect to each Professional's owned, hired and non - owned vehicles assigned to or used in performance of the Scope of Work. The policy shall contain a severability of interests provision. If the Professional has no owned automobiles, the requirements of this Section shall be met by each employee of the Professional providing services to the City under this contract. (iv) Professional Liability insurance with the minimum limits of ONE MILLION DOLLARS ($1,000,000) each claim and TWO MILLION DOLLARS ($1,000,000) aggregate. (c) The Commercial General and Automobile policies required above shall be endorsed to include the City and the City's officers and employees as additional insureds. Commercial General and Automobile policies required above shall be primary insurance, and any insurance carried by the City, its officers or employees, or carried by or provided through any insurance pool of the City, shall be excess and not contributory insurance to that provided by Professional. No additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Professional shall be solely responsible for any deductible losses under any policy required above. (d) The certificate of insurance provided by the City shall be completed by the Professional's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the contract. No other form of certificate shall be used. The certifi- cate shall identify this contract and shall provide that the coverages afforded under the policies shall not be canceled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the City. Agreement for Procurement and Professional Services Page 5 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 (e) Failure on the part of the Professional to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City may immediately terminate this contract, or at its discretion City may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of the premiums against monies due to Professional from City. (f) In such case of a claim, the City reserves the right to request and receive a certified copy of any policy and any endorsement applicable to the claim. (g) The parties hereto understand and agree that City is relying on and does not waive or intend to waive by any provision of this contract, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or otherwise available to City, its officers, or its employees. 19. City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable notice of any changes in its membership or participation in CIRSA. 20. Completeness of Agreement. It is expressly agreed that this agreement contains the entire undertaking of the parties relevant to the subject matter thereof and there are no verbal or written representations, agreements, warranties or promises pertaining to the project matter thereof not expressly incorporated in this writing. 21. Notice. Any written notices as called for herein maybe hand delivered or mailed by certified mail return receipt requested or by email to the respective persons and/or addresses listed above. 22. Non -Discrimination. No discrimination because of race, color, creed, sex, marital status, affectionai or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of persons to perform services under this contract. Professional agrees to meet all of the requirements of City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment. Any business that enters into a contract for goods or services with the City of Aspen or any of its boards, agencies, or departments shall: (a) Implement an employment nondiscrimination policy prohibiting discrimination in hiring, discharging, promoting or demoting, matters of compensation, or any other employment -related decision or benefit on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. Agreement for Procurement and Professional Services Page 6 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 (b) Not discriminate in the performance of the contract on account of actual or perceived race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The foregoing provii sons shae ll bincorporae td in all subcontracts hereunder. 23. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be performed by Professional to which the same may apply and, until complete performance by Professional of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under this Agreement or by law despite any such forbearance or indulgence. 24. Execution of Agreement by City. This Agreement shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein, this Agreement shall not be binding upon the City unless duly executed by the City Manager of the City of Aspen (or a duly authorized official in the City Manager's absence) and if above $100,000, following a Motion or Resolution of the Council of the City of Aspen authorizing the City Manager (or other duly authorized official in the City Manager's absence) to execute the same. 25. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest. (a) Professional warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Professional for the purpose of securing business. (b) Professional agrees not to give any employee of the City a gratuity or any offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter, pertaining to this Agreement, or to any solicitation or proposal therefore. (c) Professional represents that no official, officer, employee or representative of the City during the term of this Agreement has or one (1) year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof, except those that may have been disclosed at the time City Council approved the execution of this Agreement. (d) In addition to other remedies it may have for breach of the prohibitions against contingent fees, gratuities, kickbacks and conflict of interest, the City shall have the right to: 1. Cancel this Purchase Agreement without any liability by the City; Agreement for Procurement and Professional Services Page 7 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 2. Debar or suspend the offending parties from being a Professional, contractor or subcontractor under City contracts; 3. Deduct from the contract price or consideration, or otherwise recover, the value of anything transferred or received by the Professional; and 4. Recover such value from the offending parties. 26. Fund Availability. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If this Agreement contemplates the City utilizing state or federal funds to meet its obligations herein, this Agreement shall be contingent upon the availability of those funds for payment pursuant to the terms of this Agreement. 27. General Terms. (a) It is agreed that neither this Agreement nor any of its terms, provisions, conditions, representations or covenants can be modified, changed, terminated or amended, waived, superseded or extended except by appropriate written instrument fully executed by the parties. (b) If any of the provisions of this Agreement shall be held invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision. (c) The parties acknowledge and understand that there are no conditions or limitations to this understanding except those as contained herein at the time of the execution hereof and that after execution no alteration, change or modification shall be made except upon a writing signed by the parties. (d) This Agreement shall be governed by the laws of the State of Colorado as from time to time in effect. 28. Additional Provisions. In addition to those provisions set forth herein and in the Contract Documents, the parties hereto agree as follows: [X] No additional provisions are adopted. [ ] . See attached Exhibit 29. Electronic Signatures and Electronic Records. This Agreement and any amendments hereto may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement binding on the Parties, notwithstanding the possible event that all Parties may not have signed the same counterpart. Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope of Work, and any other documents requiring a signature hereunder, may be signed electronically in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form or because an electronic record was used in its formation. The Parties agree not to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a paper copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic signature or that it is not in its original form or is not an original. Agreement for Procurement and Professional Services Page 8 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 30. Intellectual Property. Professional retains all its intellectual property rights. All documents, designs, drawings, plans, specifications, and other work product (collectively "Work Product") prepared by Professional in performing the project shall not be deemed "works made for hire" for City. To the extent that any such Work Product prepared by Professional while performing the project is integrated into the project, Professional hereby grants City a perpetual, worldwide, non-exclusive, non -transferable, personal, revocable, limited license to use, copy and modify such Work Product for internal business purposes only. Professional's Work Product and/or designs for other projects shall not be used for any purpose except the applicable project without first obtaining Professional's written consent. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in three copies each of which shall be deemed an original on the date first written above. CITY OF yFCE [signature] Sara G. Ott By: [Name] Title: city Manager 3/13/2024 � 12:29:21 PM PDT Date: Approved as to form: DocuSipned by: City Attorneys Office PROFESSIONAL: —DoouSigned by: n 0 .7 e remy By: Yignature] Nickels [Name] Title: vice President of Finance Date: 3/6/2024 Agreement for Procurement and Professional Services Page 9 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 List of supplies, equipment, or materials to be purchased With attached specification sheets, cut sheets, information, etc. & Scope of Work Agreement for Procurement and Professional Services Page 10 Updated 1/2024 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 SEL Engineering Services, Inc. SCADA and HMI Programming SEL ES Project #: 022248.001.00 (Rev. 1) Submitted: 21 February 2024 Purchase Orders to be made out to SEL Engineering Services, Inc. This document, and all information contained herein, is proprietary to SEL Engineering Services, Inc, (SEL ES). Any unauthorized use, distribution, or reproduction of this document (in whole or in part) or of any information contained herein is specifically prohibited, This legend must appear on any authorized reproduction (in whole or in part). All brand or product names appearing in this document are the trademark or registered trademark of their respective holders, No SEL trademarks may be used without written permission. SEL products appearing in this document may be covered by U.S. and Foreign patents. SEL products referred to in the proposal are manufactured by Schweitzer Engineering Laboratories, Inc. DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 City of Aspen Contact Information Andy Rossello Project Engineer III City of Aspen 427 Rio Grande Place Aspen, CO 81611 Office: 970.429.1999 Cell: 970.456.3025 Email: andy.rossello@aspen.gov SEL ES Contact Information Rajesh Arumugam Senior Engineering Manager I SEL Engineering Services, Inc. 340 Office Court, Suite D Fairview Heights, IL 62208 Office: 509.334.8129 Cell: 618.606.0209 Email: rajesh_arumugam@selinc.com Sales Representative Contact Information Sean Ryan Sales Representative (Colorado) K D Johnson, Inc. Cell: 970.462.8914 Email: Document Revision Table Rev. Issue Date Notes 0 02/07/2024 Initial Issue 1 02/21/2024 Removed Field Services scope, removed DC Schematics from drafting services scope, updated training pricing, updated clarifications. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page ii DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 Contents 1 Scope of Services....................................................................................................................................... 2 1.1 Deliverables to Customer.................................................................................................................... 4 1.1.1 Equipment....................................................................................................................................4 1.1.2 Documentation............................................................................................................................. 5 1.2 Deliverables to SEL ES...................................................................................................................... 5 1.3 Change in Scope................................................................................................................................. 5 2 Payment and Work Schedule..................................................................................................................... 6 2.1 Purchase Order Instructions................................................................................................................ 6 2.2 Payment Milestones............................................................................................................................ 6 2.3 Payment and Credit Terms.................................................................................................................. 7 2.4 Schedule..............................................................................................................................................7 2.5 Work Suspension................................................................................................................................ 7 2.5.1 Demobilization and Remobilization............................................................................................ 7 Suspensionof Work..................................................................................................................... 8 3 Clarifications and Exceptions.................................................................................................................... 9 3.1 Clarifications.......................................................................................................................................9 3.2 Per Diem...........................................................................................................................................10 3.3 Onsite Commissioning Services. 0 a A a a a a a a a a a a a A a a 8 a 4 6 6 a a 0 6 a a a a a a a a a 4 a 4 4 a a a a a 0 6 a 6 a 6 a a a a 0 a a a a 0 a a 6 a a a a 6 a 0 a a a a a a a & 0 a 6 a a a a a a a a a 4 a a a a 4 4 6 a a 6 6 3.4 Compliance.......................................................................................................................................13 3.5 Cybet•security —Project Passwords. a a a a a a 6 4 a 6 a a a a a a a b a 0 2 4 0 a 4 a a 6 6 a a a a a a 0 a a a a a a a 4 a a a 0 a a 0 0 a a a a 0 a 6 a a a a & a a a a a ME a a a a 4 a 0 4 a 6 a a a a a a a a a a a a a a a 6 a 13 4 SEL ES Safety Program...........................................................................................................................14 4.1 Safety ................................. ...............................................................................................................14 4.1.1 SEL Human Performance..........................................................................................................14 4.1.2 Qualified Electrical Worker Training........................................................................................14 4.1.3 SEL Field Safety Manual Training............................................................................................15 4.1.4 Commissioning Quacation....................................................................................................15 4.1.5 Event Reporting and Investigation............................................................................................. 15 5 Project Quality Plan.................................................................................................................................16 6 SEL ES Terms and Conditions................................................................................................................17 SEL ES Project #; 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen ©2024 by SEL ES 21 February 2024 All rights reserved, Page 1 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 1 Scope of Services SEL Engineering Services, Inc. (SEL ES) is providing this document in response to a request for proposal, dated 30 January 2024, by Andy Rossello. Project Description Price (USD) Equipment Communications Panel $37,852.87 SEL ES will provide one (1) freestanding communications panel equipped with the equipment listed in Section 1.1.1 Equipment. This pricing includes freight to the customer site. Equipment Total $379852.87 Services Functional Design Specification (FDS) $239643600 SEL ES will provide engineering services to develop a FDS that includes a list of IP addresses, preliminary FM screens, SCADA points list, and a Bill of Materials (BOM). Ethernet Switch Settings SEL ES will develop settings for one (1) SEL-2731 24-Port Ethernet Switch. Time Synchronization SEL ES shall provide configurations for one (1) SEL-2488 S atel lite= Synchronized Network Clock in the communication panel to distribute time via network time protocol (NTP) over Ethernet to the 2731 Ethernet switch. The RTAC will be time- synchronized using an IRI&B signal. Update Relay Settings SEL ES will update the settings files for the five (5) SEL-751 Feeder Protection relays with the updated communication settings. RTAC Configuration SEL ES will provide configurations for one (1) SEL-3555 Real -Time Automation Controller (RTAC) to collect data from and send controls to five (5) SEL-751 Feeder Protection relays. The RTAC will also be configured to send emails to specified addresses with relevant alarm information. RTAC HMI Programming SEL ES will use RTAC web -based fM software to monitor the data and controls. The data displayed on the FM are based on the I/O points list and are limited to data available from the Relays. The following screens will be developed as part of the fm system. • One (1) Overall Switchgear One -Line Screen. • Five (5) Relay Detail Screens for Monitoring and Breaker Control. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 Project Description Price (USD) Services (CONT'D) Design and Drafting Services $51569000 SEL ES will develop the following design drawings for the SCADA Panel: • Panel Layout and Bill of Materials. • Wiring Diagrams. Commissioning Support Services $151386.00 SEL ES will provide the services of one (1) Engineer for two (2) weekdays over one (1) Mobilization to perform Commissioning and Testing of the implemented communications panel. The following services will be provided and/or completed: • Upload RTAC Configuration File. • Verify Tags in the RTAC. • Verify Communications to IEDs. • Test FM Displays for Tags, Controls, and Alarms. • Verify Events/SER Collection in the RTAC. Services Total $449598,00 Total Price (Services & Equipment) $829450.87 Option Description Price (USD) Operations Training and Documentation $105571025 SEL ES will provide one (1) day of training by one (1) Automation Engineer in the Customer's training room. This will be hands-on training covering the following topics: • Identifying the SCADA equipment. • Key SCADA component's functional introduction. • Normal use of the SCADA. • The user levels, password, and dos and don'ts for the SCADA. • Communications system overview and data flow introduction. • FM management including alerts, events, historian, and reports. • Troubleshooting key SCADA components. Note: This does not include protection relays and protection relay settings training. Total Option Price $105571.25 Total Price with Optional Items $935022*12 All quoted prices are exclusive of any sales, value-added, or similar taxes, which will be added, if applicable, at the statutory rates) at the time of invoicing. SEt_ ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 3 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 1 A Deliverables to Customer 1111 0 Equipment SEL ES will provide the following eduipment to City of Aspen ("Customer"): QTY Manufacturer Part/Model Number Description SIMPLEX CABINET, 900x900x2300, ANSI 61 1 SEL 631-0013 TEXTURED, NEMA 12 SEL-2488 SATELLITE -SYNCHRONIZED 1 SEL 2488#07RN NETWORK CLOCK 1 SEL 3555#JGFH SEL-3555 RTAC TOUCHSCREEN MONITOR KIT (19 IN ELO 1 SEL 91610054 MONITOR) RACK -MOUNT USB KEYBOARD/DRAWER FOR 1 SEL 91610050 USB (MOUSE) 1 SEL 2731#86CK SEL-2731 ETHERNET SWITCH SEL-C953 RG58A/U COAXIAL CABLE WITH BNC 1 SEL C953#0103 MALE CONNECTORS, 30 FEET SEL-C953 COAXIAL CABLE FOR IRIG-B 1 SEL C953#MH74 DISTRIBUTION SEL-CA605 SHIELDED ETHERNET CABLE WITH 3 SEL CA605#0102 RJ45 CONNECTORS, 6 FEET SEL-C809 9 NM SINGLE -MODE FIBER-OPTIC 1 SEL C809#HYXJ CABLES 1000BASE-LX SFP TRANSCEIVER (1310 NM, 1 SEL 8130-01 SINGLE -MODE, 10 KM) MINIATURE CIRCUIT BREAKER (MCB), 10A, 2P2 4 EATON 278796 K-CHAR 60 PHOENIX CONTACT 3044131 TERMINAL BLOCK UT6 12 PHOENIX CONTACT 3047028 TERMINAL BLOCK END COVER 8 PHOENIX CONTACT 0800886 TERMINAL BLOCK END CLAMP 1 CDW 1461507 DISPLAYPORT CABLE 1 APC SMT1500RM2UC APC SMART -UPS 1500VA LCD RM 2U 120V 1 TBD TBD LIGHTING KIT 1 TBD TBD FIBER ATTENUATOR SEL ES PROPRIETARY INFORMATION ©2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 4 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 1 A. Documentation SEL ES will provide the following docwnentation to the Customer: • RTAC Settings File in (.exp) software format. • Functional Design Specification (FDS). • An initial set of Drawings for the customer to review, comment, and approve consisting of the following: — Panel Layout and Bill of Materials. — Wiring Diagrams. • A final set of the above Drawings that have been approved by the Customer. • Isolation, Commissioning, Testing, and Restoration Plan. • Optional Item: A Training Agenda and associated training material. Note: All drawings will be provided in AutoCAD format (.dwg) version 2013 unless otherwise noted. 1.2 Deliverables to SEL ES The Customer will provide the following items to SEL ES: • Single -Line Diagrams, Protection &Control One -Line Diagrams, and AC/DC Schematic Diagrams. • The desired Internet Protocol (IP) address range for the five (5) SPT-751 relays. • Part numbers, serial number/firmware versions, and settings for the five (5) SEL-751 relays. • Site-specific/Customer training requirements. • A review and approval of the initial Drawing package. • Any other pertinent information to complete the services requested. 1.3 Change in Scope In the event of a change in scope, the contract amount and schedule shall be equitably adjusted. The patty identifying a potential change in scope will request the change of scope to the other in writing (fax, email, or letter). SEL ES will identify any budget or schedule impact and submit it for approval. SEL ES will proceed with the work as soon as SEL ES receives written approval, in accordance with established contract provisions. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 5 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 2 Payment and Work Schedule 2.1 Purchase Order Instructions We request that the Customer use the following name and address when issuing a Purchase Order (PO). SEL Engineering Services, Inc. 2350 NE Hopkins Court Pullman, WA 99163 • Purchase Order must reference SEL standard Terms and Conditions (T&Cs), or previously agreed contract T&Cs. • Purchase amount must be for full amount of proposed project plus any selected options. • Purchase Order can be issued to the contacts) listed in the SEL ES Contact Information section in this proposal. 2.2 Payment Milestones Milestone Activity Price (USD) Upon Receipt of a Purchase Order $15,000.00 Upon Order of Equipment $37,852.87 Upon Submission of the FDS $145212800 Upon Mobilization of Onsite Commissioning Resources — (Per Diem) $155386000 Total Price $829450.87 Milestone Activity (Optional Items) Upon Mobilization of Onsite Training Resources — (Per Diem) Total Pi•ice (Optional Items) Price (USD) $10,571.25 $10,571.25 All quoted prices are exclusive of any sales, value-added, or similar taxes, which will be added, if applicable, at the statutory rates) at the time of invoicing. If your organization is a Tax Exempt Entity, please provide an Exemption Certificate to ensure accurate invoicing The price does not include freight or brokerage duties. Panels will be packaged for overseas shipping. It is the Customer's responsibility to arrange for transportation of the panels to the job site. If the Customer prefers that SEL ES ship the panels, actual freight costs will be determined at the time of shipment and added to our invoice. Unless indicated otherwise in this proposal, the price does not include the cost of any Payment, Performance, and/or Warranty security instrument. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 6 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 This proposal is valid for sixty (60) days. SEL ES reserves the right to withdraw this offer if mutually accepted credit terms cannot be agreed upon. 2.3 Payment and Credit Terms If your company does not have established credit terms sufficient to cover this purchase, SEL ES reserves the right to require any of the following: Credit Information, Prepayment, Letter of Credit, or Progress Payments prior to acceptance. Work cannot be initiated until adequate credit terms have been established. Payment Terms: Net thirty (30) days after date of invoice. 2.4 Schedule Delivery of approval Drawings is four weeks after receipt of Purchase Order and agreed upon terms. Delivery of equipment shall be fourteen (14) to sixteen (16) weeks after approval of design Drawing(s). The panel fabrication schedule is based on the following: • Customer approval of the Panel Structural and Panel Layout Drawings. • Customer approval of the Panel BOMB. • A one-time review of Drawings, BOMB, and nameplate lists. SEL ES will furnish a schedule for engineering, drawings for approval, manufacture, test, and shipment within one week after receipt of a purchase order and agreed upon terms. Failure to supply requested information in a timely manner will affect the schedule and will subject the Customer to additional charges as set forth in Section 1.3: Change in Scope. If a project is delayed or suspended, the revised project schedule will be based on present workload and staff availability. Proposed schedules are based on present workloads and, if applicable, material and equipment deliveries. The schedule may change depending upon the start date and the impact of work that may be awarded to SEL ES between the date of this proposal and the date of the award. Schedule is subject to acceptable payment and credit terms. The schedule will be equitably adjusted in the event of changes in scope or in the event of delays attributable to the Customer or Customer's separate contractors, unforeseen conditions, or causes beyond the control of SEL ES. 2.5 Work Suspension 2.5.1 Demobilization and Remobilization In the event that a delay involves a demobilization and remobilization, whether the same is due to a Customer request, a lack of information, Customer has been unresponsive for thirty (30) days, or otherwise, SEL ES will charge and the Customer agrees to pay the greater of one thousand dollars ($1,000.00) or five percent (5%) of the contract value to demobilize from the Project. After the Project has been demobilized, SEL ES will charge and the Customer agrees to pay two percent (20/o) of the contract value to remobilize the project per Customer directive and per a mutually approved schedule. If a project is remobilized, the revised project schedule will be based on present workload and staff availability. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 7 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 2.5.2 Suspension of Work Any Project delayed or demobilized beyond a reasonable period (as determined in SEL's sole discretion and including, but not limited to, the Customer being unresponsive for thirty [30] days or the project being suspended for a period of one hundred eighty [180] days or more) shall be treated as terminated by Customer and Customer shall be responsible for payment of all outstanding invoices, any actual costs incurred up to the date of terminationand a twenty percent (20%) cancellation fee on the remaining unbilled bal , ance. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 8 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 3 Clarifications and Exceptions SEL ES developed the scope of work, schedule, and price based on the information provided to us as listed in this proposal. Should additional or changed work be required, including such work resulting from unusual conditions or for any other reasons that are not evident from the information provided, changes to the price or schedule may result. SEL ES will assign a Project Manager to the project. The Project Manager will oversee and maintain the schedule within SEL ES. The Project Manages- will also be the Point of Contact with the Customer in order to maintain a smooth flow of information. For safety reasons, SEL ES service personnel will not plan to work more than ten (10) hours per day. Should job requirements dictate work hours in excess of ten (10) hours per day, SEL ES and the Customer must review the requirements and agree on an appropriate plan that addresses safety concerns and the reasonableness of the hardship that the excessive hours place on SEL ES personnel. 3.1 Clarifications • This proposal includes a Functional Design Specification (FDS). An FDS will establish the design basis, equipment part numbers, and document -specific Customer requirements. As a part of this document, SEL ES will determine if additional equipment is needed to fulfill the requirements and may suggest value -engineered solutions. The FDS is a critical design document that must be finalized and approved by all responsible parties early in the design phase. The signed and approved FDS supersedes any proposal, specification, or other preliminary design documents. The service of programming and configuration of relays will not begin until after the standard FDS is approved by the Customer. • The existing switchgear Ethernet switch is assumed to be a flat switch. • The configuration of the existing switchgear Ethernet switch is not included in the scope. • It will be the Customer's responsibility to supply and wire the power cables to the panel. • It will be the Customer's responsibility to mount the SEL-2488 antenna, route the fiber cable, and install the SEL communications panel. • The data displayed on the FIlVII are based on the UO points list and are limited to data available from the SEL-751 Relays. • The site is expected to be deenergized for commissioning. • The five (5) SEL-751 relays included in the scope of this project are assumed to be capable of receiving remote controls such as open/close. • The Customer will provide all protective element set points and/or the existing relay settings. Power system studies or relay coordination studies review are not included in this proposal. This can be provided as an additional service. • Panel products provided in this scope of work are not UL listed. UL listing service is available as an option. • Testing of relay settings is not included in this quote. • SEL ES engineers will work under the direction of the Customer's engineer and will assist with technical issues that arise during commissioning. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen ©2024 by SEL ES 21 February 2024 All rights reserved. Page 9 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 • The Customer shall provide a Senior Electrician, or otherwise qualified person, to assist with commissioning activities on site. This would include: Assistance with Point -to -Point Testing to verify correctness of wiring. Assistance with wiring corrections if any errors are encountered. • BOM tables in this proposal are based on a preliminary assessment by SEL ES. The equipment part numbers may be subject to change during the design phase of this project. Any price differences because of a change in part numbers shall be billed to the Customer as per actual. • Equipment, materials, and accessories will be furnished, mounted, and connected as indicated on the drawings. Equipment, materials, and accessories listed by catalog number will be furnished as specified. • SEL ES will also provide miscellaneous nuts and screws, cable ties, ground bar, insulated ring tongue connectors, cable troughs for horizontal wiring, wire, nameplates, and any other miscellaneous material required to complete panel wiring not specifically listed on the panel front view drawings supplied by the Customer. • SEL ES will provide complete factory wiring for the control panel and equipment mounted in the panel. Wire and Cable will be type SIS, rating 600 Volts, 90 'C. • It is assumed that Commissioning and Training will occur during the same Mobilization. • SEL ES will investigate and determine whether a fiber cable attenuator will be required for the Single Mode Fiber connection to the iS5 Switch. • The SEL Complete Antenna Installation Kit included with the SEL-2488 Satellite -Synchronized Network Clock will be shipped loose to the customer prior to the SCADA panel. The customer is responsible for installing the GPS antenna prior to SEL ES arrival on site and will connect the antenna to the SEL-2488 Clock in the SCADA Panel. • The SEL-C809 Single Mode Fiber Cable will be shipped loose prior to the SCADA panel and will be installed by the customer prior to the SEL ES arrival onsite. 3.2 Per Diem SEL ES will perform onsite work on a Per Diem basis unless the Customer and SEL ES agree on other arrangements. The party identifying a potential change in scope will request the change of scope to the other in writing (fax, email, or letter). SEL ES will identify any budget or schedule impact and submit it for approval. SEL ES will proceed with the work as soon as SEL ES receives written approval, in accordance with established contract provisions. Refer to Table 1 for the Per Diem rates. Table 1 Per Diem Rate Table (USD) Item Description Price (USD) Distant (Requires Air Travel) = $5,850.00 1 Mobilization Fee per U.S. Personnel Local (Within 200 Miles) _ $2,950.00 Weekday Rate = $2,950.00/Day 2 Daily Rate per U.S. Personnel Saturday Rate = $4,425.00/Day Sunday and Holiday Rate = $5,900.00/Day SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 10 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 All quoted prices are exclusive of any sales, value-added, or similar taxes, which will be added, if applicable, at the statutory rate(s) at the time of invoicing. The following details apply to Table 1: • No receipts will be provided as part of the Per Diem Rates. • The Mobilization Fee is defined to include the labor• and travel costs associated with transporting one person roundtrip to and from the Customer site. • The Daily Rate is the charge per person, per day. Typical working hours are 8 a.m. to 6 p.m., Monday through Friday. Lunch shall be up to sixty (60) minutes with two (2) 15-minute breaks each day. If all the onsite work cannot be performed during typical working hours, then the Daily Per Diem Rate will be billed at 1.5 times the above rate for work performed Monday through Friday. Onsite work performed on Saturday, Sunday, or on a holiday shall be agreed upon between the Customer and SEL ES in advance and be subject to additional charges. • Tirne spent by SEL ES personnel on site while waiting standby, training, or traveling to and from the site will be considered billable time. • Per Diem Rates are valid for work performed within one year of the proposal date. • Holidays observed for U.S. Offices include: New Year's Day (observed), Civil Rights Day, Memorial Day, Juneteenth, Independence Day (observed), Labor Day, Veterans Day, Thanksgiving Day, Thanksgiving Friday, and Christmas Day (observed). 3.3 Onsite Commissioning Services SEL ES personnel performing onsite commissioning and testing support will: • Adhere to both Customer- and SEL ES -required operational and safety processes and procedures. SEL ES personnel will execute safety expectations to the more rigorous of either the Customer or SEL ES safety requirements. The minimum SEL ES safety expectations include: — Use Personal Protective Equipment (PPE), including Category 2 arc -rated (AR) flame -resistant (FR) clothing, safety glasses, ear plugs, hard hat, and safety toe protective footwear. Perform daily tailboard meetings. If site conditions change unexpectedly, a subsequent tailboard meeting shall be performed. — Limit SEL ES employees' arc -flash energy exposure to 8 cal/cm2 (see Note 1). — Prohibit SEL ES employees fi-orn working with asbestos -containing material (see Note 2). Follow Customer notifications to SEL ES personnel concerning any special safety training, prior to onsite commissioning and testing activities (training time shall apply to onsite support time). • Perform all work activities using the SEL human performance tools, as applicable. The SEL human performance tools will include, but are not limited to: — Stop -work authorization. Initiate astop-work and/or time-out when conditions change or abnormal situations or discrepancies arise. Three-part communications. Flagging, taping, signage, and barriers. — Independent verifications and/or reviews of critical steps in the evolution of work. SEL ES Project #: 022248,001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 A11 rights reserved. Page 11 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 Performance of place -keeping methods to maintain tracking of critical steps. — Performance of pre job briefing and walkdown before working on active control schemes, including breaker failure, local and remote breaker backup, transfer trip schemes, remedial action scheme activation, etc. ® Participate in and execute energy control processes as required by the Customer and as stipulated in the SEL ES commissioning procedures. The minimum energy control expectations include: — Development of an SEL ES -written testing and commissioning plan, according to the scope of this proposal. — Review and perform a walkdown inspection of applicable energy control boundaries (Lockout/Tagout [LOTO]). Verify the installation and/or closure of any installed safety grounds and/or switches and open points. Ensure that tagging is in place and/or controlled by the Customer's designated authority (dispatch) (see Note 3). Sign on to the Customer's clearance order or permitting processes and subsequent release from clearance when the work evolution ends. • Provide site leadership, direction, and Customer collaboration and communications during the job -site work execution, equipment testing, wiring verifications, and equipment energizing. The site leadership will encompass the following: — Verification Al validity of "Issue for Construction" engineering documentation. Technical supervision of crews performing demolition and wiring activities. Management of sequencing of testing activities according to the preapproved Testing and Commissioning Plan. Performance of wire checks and circuit verifications. — Execution of primary current injection testing. Execution of secondary current injection testing. Management of the energization and testing of control schemes and protective relays. Performance of the verification of settings and configuration files. — Preparation of documentation of commissioning events. Communication of regular/daily Customer updates regarding the site status and/or progress and the equipment configuration. Assumption of responsibility for all work activities performed under the SEL ES scope of this proposal. Unexpected outcomes including equipment issues, product defects, and safety or human performance issues will immediately initiate a stop -work time-out and the Customer and SEL ES leadership must be engaged. Responsibility to provide Customer support for emergent or emergency situations not directly associated under the SEL ES scope of this contract. If an emergent or emergency situation arises with customer equipment (e.g., load at risk or load lost), and customer assistance is needed, SEL ES personnel will assist and/or advise the Customer with respect to the remediation of the emergent or emergency situation without a preapproved testing plan. During the emergent or emergency situation, SEL ES personnel will work under the direction of the Customer and will be available in a technical support role only. Note 1: Electrical outages (controlled through LOTO or other clearance processes) should be considered to eliminate risk of employee exposure to arc -flash incident energy. If the normal incident energy is above 8 cal/cm2, SEL ES will work with the Customer to evaluate the options to reduce fault current and fault current clearing times, including creating temporary settings SEL ES SEL ES Project #: 022248.001.00 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 changes to speed up protection, opening tie breakers, and other incident energy reduction techniques. If an arc -flash study is required to determine the incident energy level, SEL ES will provide a proposal to do this work under a separate contract. Note 2: SEL ES employees will not perform any work activities on asbestos -containing material or presumed asbestos - containing material within the work zone that will be disturbed during normal work activities or material that is already in a friable state, until a negative test result is received from a certified laboratory verifying the absence of asbestos in the workplace. If a positive result is confirmed indicating that any hazardous material is present, no work activities shall commence or resume without complete remediation by qualified contractors. It will be the responsibility of the equipment and/or asset owner to mitigate any identified and verified asbestos hazards. Note 3: SEL ES personnel do not provide services for switching of the Customer's primary equipment to establish LOTO and/or clearance orders. The Customer must provide qualified personnel for switching primary equipment to establish primary LOTO and/or clearance zones for commissioning and testing activities. 3.4 Compliance SEL ES will comply with state and local codes, standards, rules, regulations, and laws insofar as they do not exceed national codes, standards, rules, regulations, and laws. In the event that a part, other than protective relays, is not obtainable or develops a lengthy lead time, SEL ES will consult with the Customer to determine if the project deadline can be extended or if the part can be substituted with an alternate manufacturer's model that will meet or exceed the specifications of the original part. All panels require storage in a dry, temperature -controlled building. Improper storage will void manufacturer's warranty. 3.5 Cybersecurity -Project Passwords To maintain security during the processes of engineering, fabrication, factory tests, shipment, delivery, onsite testing, and commissioning, the electronic devices in this system are assigned project passwords. They are specific to this project and are controlled at SEL ES on a strict need -to -know basis. As part of the final deliverables from SEL ES, the Customer will receive documentation identifying the project passwords in each of the delivered products. SEL ES recommends that the Customer change the project passwords to Customer -defined passwords upon receipt of their products. SEL ES policy is to change passwords; however, SEL ES will follow the Customer policy regarding passwords as advised. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 13 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 4 SEL ES Safety Program 4.1 Safety SEL ES is committed to the safety of its employees and customers, and our employees practice work rules to ensure compliance with industry standard safety methods and federally mandated requirements. SEL ES safety metrics include: • ORIR (OSHA Recordable Incident Rate): 0.19 yearending 2022. • DART (Days Away [from work], Restricted, and Transfer): 0.19 yearending 2022. 4.1.1 SEL Human Performance SEL ES project procedures are designed to highlight Human Performance Improvement (HPI) error precursors and implement tools to place barriers against hazards encountered in engineering work and in the field. HPI tools that are built into the daily work of SEL ES engineers include, but are not limited to: • Peer -check requirements. • Questioning attitude. • Stop work. • Policy adherence. • Effective communication strategies. • Documentation of Good Catches and Near Misses. • Participation in surveys and questionnaires to obtain feedback. Qualified Electrical Worker Training Employees shall complete SEL Qualified Electrical Worker (SQEW) training to work in the field. The two- day course is comprised of section competencies measured through quizzes. The second day, employees collaborate, respond to real -life scenarios encountered in the field, and teach the class their evaluation. SQEW traing covers: • National Fire Protection Association (NFPA) 70E® • Shock and Arc -Flash Hazards and Approach Boundaries. • Risk Assessment. • HPI Tools and Applications. • Personal Protective Equipment (PPE) in accordance with the Occupational Safety and Health Administration (OSHA) and NFPA 70E. • Substation Equipment, Entry, and Protocols. • Step and Touch Potential. • Control of Hazardous Energy (LOTO). • Electrically Safe Work Conditions. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 14 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 • Situational Awareness. • Project Safety Plan. • Daily Tailboard. • Energized Electrical Work Permit. • Stop Work Procedure. • Other Electrical Safety Topics. 4.1.3 SEL Field Safety Manual Training The scope inchtdes all SEL employees who visit customers' sites to perform work in which the job may expose them to physical, mechanical, electrical, chemical, or radiological hazards. SEL ES complies with all local, state, and federal laws, as well as with other regulations relative to the methods of performing work. The contents meet or exceed the requirements of OSHA regulations and NFPA 70E. 4.1.4 Commissioning Qualification Commissioning personnel are qualified within their area of expertise (i.e., automation, protection) and progress with greater levels of authority based on hands-on performance, demonstration of knowledge in each competency, and by final qualification via a review panel process and supervisory evaluation. 4.1.5 Event Reporting and Investigation SEL ES has a robust event reporting and investigation program to collect safety data from employees when hazards or potential hazards are encountered while working. The goal is to proactively educate employees, create awareness, and put barriers against hazards in place to improve safety performance. A communication program provides information to employees regarding the Good Catch/Near Miss and allows discussion as to why they are important to safety performance. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 15 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 5 Project Quality Pian SEL maintains a documented quality system that meets the requirements %J ISO 9001. SEL ES strives to design, develop, and deliver dependable, quality solutions that exceed Customer expectations by applying the example SEL ES Project Procedure illustrated in Figure 1. The procedure and subordinate work instructions encompass a sequential, phase -gate design process that is tailored to the specific scope of the project. The primary goal is to design in quality from the beginning of the project. Time spent early on to ensure that customer project requirements and the design basis are correct saves time and effort in later phases for the customer, the project team, and others involved. The SEL ES Project Procedure for a typical project has phases for planning, definition, development, testing/validation, commissioning, and close out. Detailed design reviews of requirements and deliverables by competent technical reviewers from SEL ES authorized reviewer lists ensure the quality of deliverables. Testing and validation processes prove the performance of the solution for the customer's application. The customer has an important role in the process. Throughout the project, SEL ES will communicate project status and provide opportunities to define requirements, review deliverables, and provide feedback on SEL ES performance. Additionally, when customers define hold/witness points or approval requirements, SEL ES will include the requirements in its detailed project plans to guarantee compliance. Phase 0 Exit Phase 1 Exit Phase 2 Exit Phase 3 Exit Phase 4 Exit Phase 5 Exit Phase 0 Phase 1 Phase 2 Phase 3 Phase 4 Phase 5 Phase 6 Opportunity Planning Definition Development Testing/ Commissioning Close Out Validation Document and Perform Perform Evaluate RFP Develop and Functional and System and Develop Construct Review Review Staged Installation and Evaluate Proposal Project Plan Functional Deliverables System Review — Project Requirements Testing — FAT Commissioning Negotiate Conduct Submit Final Contract and Project Kickoff Invoice and Verify Meeting File Records Award/P.O. Subordinate SEL ES Procedures Project Management Protection Automation Special Protection Systems Design and Commissioning CAD Drafting Cybersecurity Figure 1: Example SEL ES Project Procedure Diagram SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 16 DocuSign Envelope ID: 693C6223�2F5C-4EA6-AEE2-9EC97D76E220 6 SEL ES Terms and Conditions To accept this proposal and attached terms, please return this sheet, signed and dated. All purchase orders shall be issued to SEL Engineering Services, Inc. City of Aspen ("Customer") 427 Rio Grande Place Aspen, CO 81611 Signature: Print Name: Title: Date: Contract Information (to be completed by client): SEL Engineering Services, Inc. 2350 NE Hopkins Court Pullman, WA 99163 Signature: Print Name: Title: Date: Client PO/ Contract Amount: $ Reference/Contract#: Ship To Address: Bill To Street Address: Bill To Email Address: 1. Applicable Terms and Conditions. These terms and conditions ("Terms") and the SEL Proposal constitute the entire agreement between Customer and SEL Engineering Services, Inc. ("SEL") with respect to the Project. "Project" means the project described in the attached Proposal. These Terms supersede any prior or contemporaneous, verbal or written, agreements, negotiations, commitments, representations, or correspondence between the parties, including any terms and conditions on any purchase order form. All sales are expressly limited to these Terms and are conditional on Customer's assent to these Terms. SEL hereby expressly rejects any representation, express or implied warranty, course of performance or dealing, trade usage or any different or additional terms and conditions not set forth herein unless expressly agreed to in writing and signed by an authorized officer of SEL. Any Schweitzer Engineering Laboratories, Inc. ("SEL, Inc.") products purchased in conjunction with the Project shall be subject to the then -current SEL, Inc. product sales terms, which are available at SEL's website at www.seline.com/termsandconditions/unitedstates and incorporated herein by reference. Training provided by SEL University is governed by the SEL University Terms and Conditions posted on SEL's website at www.selinc.com/termsandconditions/seluniversity/. 2. SEL Responsibilities. SEL shall furnish the necessary engineers and technicians to provide the engineering services set forth in the Scope of Services. The professional obligations of SEL's design professionals shall be undertaken and performed in the interest and on behalf of SEL in accordance with applicable laws and regulations governing such design professionals and generally accepted engineering practices prevailing in the jurisdiction where the Project is located. Nothing contained in these Terms shall create any professional obligation or contractual relationship between the individual professionals and Customer. SEL shall assist Customer in obtaining any necessary approvals of professionally -sealed drawings, and shall assist Customer in obtaining necessary approvals fiom governmental authorities having jurisdiction over the Project. 3. Customer Responsibilities. Customer shall provide SEL with full information regarding the requirements for the Project, and SEL shall be entitled to rely on such information. Any tests, data of any kind or reports of Customer's other consultants or independent contractors shall be furnished with reasonable promptness and SEL shall be entitled to rely upon their sufficiency, accuracy, and completeness without further inquiry. Customer shall provide all information requested by SEL relating to the Project expeditiously and shall render decisions pertaining thereto in order to avoid delay in the orderly progress of the design and construction of the Project. Failure to comply with this requirement may result in additional costs and delays, which shall be Customer's sole responsibility. Customer will ensure that SEL's personnel or representatives are provided a safe and secure work environment at all times while they are on site to enable work to be carried out. SEL may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from the site, suspend performance, and/or remotely perform or supervise work. Any such occurrence shall be considered an excusable event. Customer shall reasonably assist in any such evacuation. 4. Changes and Delays. Changes in scope or modification of Services will result in the contract amount and schedule being equitably adjusted. SEL is not obligated to proceed with any change until both parties agree upon such change in writing. SEL shall be entitled to an equitable adjustment in the price and schedule in the event of any changes in the law or engineering standards impacting SEL's obligations or performance under this Agreement. SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen © 2024 by SEL ES 21 February 2024 All rights reserved. Page 1 I DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 Any order delayed at Customer's request shall be subject to the prices and Terms in effect at the time of release of such delay. Any such order delayed beyond a reasonable period (as determined in SEL's sole discretion) shall be treated as a Customer termination, and Customer shall be responsible for payment of all outstanding invoices, any actual costs incurred up to the date of termination and a 20% cancellation fee on the remaining unbilled balance. When Products are ready for shipment and shipment cannot be made due to Customer's request, SEL shall submit an invoice for such Products payable upon receipt thereof and shall store such Products on Customer's behalf. In such event, risk of loss shall pass to Customer upon moving such Products to storage, and all expenses incurred by SEL in connection with such storage, including without limitation demurrage, cost of preparation for storage, storage charges, insurance (if SEL chooses, at its sole discretion, to purchase such insurance) and handling charges, shall be payable by Customer upon submission of invoices by SEL. 5. Prices, Taxes and Payment Terms. Customer must meet the then -current SEL credit requirements to purchase on credit. Customer shall pay SEL in accordance with the agreed upon Proposal. Payments terms are net thirty (30) days from date of invoice if credit is approved. All invoices shall be deemed accurate unless Customer advises SEL in writing of an error within 10 days following receipt. If Customer advises SEL of an error, (i) any amounts corrected by SEL shall be paid within 14 days of correction or within 30 days of the original invoice date, whichever is later, and (ii) all other amounts shall be paid by Customer by the original due date. If Customer requires SEL to use a specific system or tool to process regular business transactions (e.g. invoices, shipment notifications, purchase orders), SEL may charge Customer for any transaction, setup or subscription fees charged to use the system or tool. SEL may suspend work or cancel any outstanding order if Customer fails to make a payment when due and until such payment is made and may impose a late charge of 1.5% per month or the highest applicable rate allowed by law on all amounts not paid when due. SEL shall not be liable for any liquidated damages if SEL suspends work due to the Customer's late payment or credit issues. If an order is cancelled because of credit issues or late payments, SEL shall be entitled to receive payment of all outstanding invoices, any actual costs incurred to date, and a 20% cancellation fee on the remaining unbilled balance ("Cancellation Charges"). Prices are exclusive of any taxes. If Customer claims a tax or other exemption or direct payment permit, Customer will provide a valid exemption certificate or permit prior to invoicing and will indemnify, defend and hold SEL harmless from any taxes, costs and penalties arising fiom the same. If Buyer does not provide a valid exemption certification or permit prior to invoicing, Buyer shall be responsible for paying or seeking reimbursement for the taxes invoiced. Any payment made by Customer may be applied to amounts due before being applied to current orders, at SEL's sole discretion. Notwithstanding the foregoing, Customer's failure to pay amounts due shall be deemed a material breach of these Terms, and any acceptance by SEL of late payments shall not be deemed a waiver of such breach. To the extent allowed by law, SEL shall be entitled to recover all costs incurred in collecting amounts due from Customer, including without limitation legal fees and other costs (including without limitation disbursements). 6. Intellectual Property. SEL retains all its intellectual property rights. All documents, designs, drawings, plans, specifications, and other work product (collectively "Work Product") prepared by SEL in performing the Project shall not be deemed `works made for hire" for Customer. To the extent that any such Work Product prepared by SEL while performing the Project is integrated into the Project, SEL hereby grants Customer a perpetual, worldwide, non-exclusive, non -transferable, personal, revocable, limited license to use, copy and modify such Work Product for internal business purposes only. SEL's Work Product and/or designs for other projects shall not be used for any purpose except the applicable Project without first obtaining SEL's written consent. Customer agrees to indemnify, defend and hold harmless SEL and all related parties from and against any unauthorized use or reuse of Work Product furnished by SEL, and any changes made by Customer or others relating to design documents produced by SEL. 7. Use of Confidential Information. In the performance of the Project and/or these Terms, a party may receive documents, materials, data and other confidential information of the other party or its affiliates. The receiving party shall use confidential information solely in performance of the Project and any resulting business transaction between the parties. The receiving party shall use at least the same degree of care (and, in any event, not less than a reasonable degree of care) in protecting the disclosing party's confidential information as it exercises in protecting its own similar confidential information. Confidential information shall be subject to these Terms for three (3) years following receipt of such confidential information. Confidentiality obligations shall survive the termination of these Terms. 8. Warranties and Limitation of Liability. SEL shall perform the Project in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. SEL shall reperform (or, at SEL's option, pay a third party to reperform) any defective services at no cost upon receipt of notice detailing the defect(s) within one (1) year of performance of the original services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, VERBAL, OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE). In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall SEL liability to Customer or its insurers for any (i) loss or damage exceed the contract price or (ii) if Customer places multiple order(s) under the contract, the price of each particular order for all claims arising from or related to that order, and any liability shall terminate at a reasonable time, not to exceed one (1) year, after provision of services. No claim, regardless of form, arising from these Terms may be brought more than one (1) year from the date such claim accrues. Claims against SEL are hereby agreed to have accrued not later than the completion of the Project, notwithstanding any laws to the contrary. In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall SEL be liable for any special, incidental, consequential or punitive damages, including without limitation any loss of profit or revenues, loss of use of associated equipment, damage to associated equipment, cost of capital, cast of substitute products, facilities, services or replacement power, downtime costs or claims of Customer's customers for such damages. Customer shall indemnify, defend and hold harmless SEL and all related parties from and against any claims, demands, causes of action, losses, costs and expenses, including without limitation legal fees and other costs, arising directly or indirectly from, as a result of or in connection with the acts or omissions of Customer, its officers, employees, agents or representatives, relating to the Project and/or these Terms, including without limitation any defect or failure or alleged defect or failure in or of any Customer product or operation. Remedies are limited to those set forth in these Terms. 9. Termination. Customer may terminate these Terms upon ten (10) business days written notice to SEL in the event the Project is abandoned or otherwise terminated prior to completion. If such termination occurs, Customer shall pay SEL for Cancellation Charges. Customer may terminate the Project if SEL defaults or persistently fails or neglects to perform services in accordance with these Terms. However, such termination is permitted only SEL ES Project #: 022248.001.00 SEL ES PROPRIETARY INFORMATION City of Aspen ©2024 by SEL ES 21 February 2024 All rights reserved. Page 18 DocuSign Envelope ID: 698C6223-2F5C-4EA6-AEE2-9EC97D76E220 if Customer provides written notice setting forth the default and SEL Its to begin to correct the default within ten (10) business days after receipt of such notice. 10. Dispute Resolution. The laws of the State of Washington, United States of America, excluding conflict of laws principles, shall govern these Terms. Any controversy or claim arising out of or relating to these Terms or the breach thereof shall be settled by binding arbitration administered by the American Arbitration Association in accordance with the Procedures for Large, Complex Commercial Disputes under the Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Seattle, Washington, United States or another location agreed upon by the parties. The language of the arbitration shall be English. The prevailing party to any dispute shall be entitled to recover legal fees and other costs (including without limitation disbursements, collection costs and the allocated cost of in- house counsel). 11. Insurance. SEL shall maintain for its protection the following insurance coverage: (i) Worker's Compensation, Employer's Liability and other statutory insurance required by law with respect to work related injuries or disease of employees of SEL in such form(s) and arnount(s) as required by applicable laws; (ii) Automobile Liability insurance with a combined single limit of $1,000,000 per occurrence; and (iii) Commercial General Liability or Public Liability insurance for bodily injury and property damage with a combined single limit of $2,000,000 per occurrence, $4,000,000 annual aggregate. Upon request, SEL will provide a certificate of insurance reflecting such coverage. 12. Export. Customer acknowledges that all commodities, software, or technology (collectively "Items") provided by SEL are subject to US export jurisdiction and agrees to comply with all applicable import and export laws, rules, and regulations regarding the transfer of any such Items, including but not limited to, the US Export Administration Regulations 15 C.F.R. Parts 730-774. Customer shall obtain prior authorization from the U.S. Department of Commerce or any other applicable government entities prior to the export, re-export, transfer, diversion, or disclosure any Items provided hereunder, or any direct product thereof, to any destination, end -use or end -user which is restricted or prol- bited by US or other applicable laws. Customer also agrees to comply with US antimboycott laws and regulations when exporting Items. 13. Miscellaneous. Any notice pursuant to these Terms shall be deemed given when sent by registered mail, certified mail (return receipt requested), or overnight delivery to an authorized officer at the address listed on the SEL sales order acknowledgment or, if no such address is provided, at the registered headquarters of the other party, or when faxed to 1-509-336w7920 or emailed to legal@selinc.com (receipt confirmed). All rights and duties hereunder shall be for the sole and exclusive benefit of Customer and SEL and not for the benefit of any other party. The assignment or transfer by Customer of any rights or duties hereunder without prior written consent of an authorized officer of SEL shall not relieve Customer of any obligations to SEL. SEL may perform its obligations hereunder personally or through one or more of its affiliates, although SEL shall nonetheless be solely responsible for the performance of its affiliates. SEL may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates or may assign accounts receivable to any party without Customer's consent. Customer agrees to execute any documents necessary to complete Seller's assignment or novation. SEL may subcontract portions of the work so long as SEL remains responsible for the work. Customer shall notify SEL immediately upon any change in ownership of more than fifty percent (50%) of Customer's voting rights or of any controlling interest in Customer. No failure or delay by either party in exercising any right or remedy, or insisting upon strict compliance by the other party with any obligation in these Terms, shall constitute a waiver of any right thereafter to demand exact compliance with these Terms. The invalidity, in whole or in part, of any provision in these Terms shall not affect the remainder of such provision or any other provision and, where possible, shall be replaced by a valid provision that effects as close as possible the intent of the invalid provision. No party shall be liable for failure to perform or delay in performance of any obligation under these Terms (except payments of amounts already due and owing) where such failure or delay results from any events beyond its reasonable control. SEL ES PROPRIETARY INFORMATION © 2024 by SEL ES All rights reserved. SEL ES Project #: 022248.001.00 City of Aspen 21 February 2024 Page 19