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Company: Supply of Pumps, Pump Assemblies, and Pump Parts

CPS Energy Generation Facilities

Statement of Work # 10606097

OFF-SITE SERVICES AT CPS ENERGY GENERATION FACILITIESSTATEMENT OF WORK NO. 10606097

This Statement of Work No. 10606097 (“SOW”) is between ____(“Company”) and the City of San Antonio, acting by and through City Public Service Board (“CPS Energy”) issued pursuant to the Master Agreement dated _____ including any authorized change order or amendment (collectively the “Agreement”).

Capitalized terms not defined in this SOW have the meaning provided in the Agreement. This SOW defines the specific requirements, work effort, milestones and schedule for the Services that Company provides to CPS Energy related to the Project (defined herein).

The terms of the Agreement shall control unless this SOW clearly indicates otherwise. Notwithstanding the immediately preceding sentence, in the event that this SOW expressly provides that certain provision therein shall control over specified provisions of the Agreement (“Special Terms”) and such Special Terms are agreed to by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of the Agreement, any such Special Terms shall control, but only for the purposes of this particular SOW.

1. Introduction/Background .

This Statement of Work covers the acceptable requirements, as determined by CPS Energy, for the order fulfillment and delivery of Goods and related Services to and at authorized CPS Energy locations.

CPS Energy reserves the right at all times to engage multiple vendors for the supply of the Goods covered by this SOW.

2. Term . The Initial Term of this SOW shall commence on October 1, 2019, for a term of three (3) years, and will terminate, subject to the terms of the Agreement on September 30, 2019. The parties may agree in writing to renew the SOW for a successive term, the length of which shall be mutually agreed upon by the parties, and cannot exceed the length of the Initial Term. 

3. Goods & Services . Company agrees to provide the following Goods (“Good(s)”) and shall provide all labor, tools, equipment and machinery, parts and materials necessary to deliver the Goods (the “Services”) pursuant to the Material Request Package as described in Section 5 below or the Contractor Work Package as described in Section 6 below. Goods and Services will be requested on an as needed basis, by the CPS Energy Field Representative or Authorized Ordering Agent.

a. Goods.

i. Company shall provide miscellaneous new replacement pumps, pump assemblies (including motor, gearbox, coupling, skid, etc. if applicable), and pump related parts and consumable items including, but not limited to those Goods set forth on Exhibit B.

ii. Company shall use commercially reasonable efforts to devote adequate supply of Goods to CPS Energy in accordance with the provisions of this SOW.

iii. CPS Energy shall not be limited to, nor shall be required to order a minimum or specific quantity or dollar amount of Goods under this SOW, including the quantities set forth in the Exhibits attached hereto.

b. Support Services .

i. Company shall perform on-site testing and inspection as required or requested by CPS Energy.

ii. Company shall perform off-site pump repair Services as required or requested by CPS Energy.

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iii. Company shall provide on-site supervision and consulting Services for pump installation and troubleshooting as required or requested by CPS Energy.

c. General.

i. Company shall perform Services at one or more CPS Energy Power Generation locations set forth in Addendum G, “CPS Energy Power Stations and Power Plant Sites.”

ii. Orders may only be submitted by Authorized Ordering Agents. The list of Authorized Ordering Agents will be provided and maintained by the CPS Energy Field Representative, and defined in Exhibit C, “Authorized Ordering Agents.”

iii. The CPS Energy Field Representative may add or delete an Authorized Ordering Agent to/from the list at any time.

iv. CPS Energy shall not be responsible for payment for Services that did not receive prior CPS Energy approval.

v. Company shall provide support documentation (manufacturer’s invoice, etc.) to validate the manufacturer’s price and the discount or cost plus percentage rate applied to each pump purchase invoice.

d. Shipping and Delivery.

i. Company shall ship and deliver the Goods to CPS Energy as set forth in the Material Request Package or Contractor Work Package (both set forth below).

ii. Company shall provide suitable transportation to deliver the Goods and shall warrant that all permits and licenses required federal, state or local law for transporting the Goods are validly held by the Company and/or its agents and employees.

iii. Company shall comply with CPS Energy's security officers and security directives at CPS Energy's Locations.

4. Primary Contacts . The following persons will be the primary contacts for the Parties as it relates to this SOW.

Field Representative Company

Name: Name:

Title: Title:

Phone Number: Phone Number:

Email Address: Email Address:

5. Material Request Packages . A Material Request Package may be developed by the CPS Energy Field Representative or Authorized Ordering Agent and provided to Company for completion. The Material Request Package will establish the Project name, material/Goods to be provided, schedule dates, cost, location, contact persons, and any additional Project-specific requirements.

a. Planned Activities . For planned activities, CPS Energy will contact Company as soon as possible prior to the purchase of the Goods to review and discuss job details, and any other necessary requirements.

i. Goods purchase details will be documented in the Material Request Package and submitted to Company for document completion.

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ii. Company shall prepare and submit pricing utilizing the Material Request Package document to the CPS Energy Field Representative or Authorized Ordering Agent for evaluation. The deadline for returning the completed the Material Request Package document will be stated on the document.

iii. Company must be given notice to proceed by the CPS Energy Field Representative or Authorized Ordering Agent prior to performing the Services.

b. Subcontractors . A list of names and addresses of all subcontractors to be used, if any, and the proposed services each subcontractor would perform must be submitted to the CPS Energy Field Representative with the Material Request Package

6. Contractor Work Packages . A Contractor Work Package may be developed by the CPS Energy Field Representative and provided to Company for completion. The Contractor Work Package will detail the Services required by CPS Energy. The Contractor Work Package will establish the Project name, scope of Services, schedule dates, cost, location, responsibilities, contact persons, and any additional Project-specific requirements.

a. Planned Activities / Scheduled Services . For planned activities and scheduled Services, CPS Energy will contact Company as soon as possible prior to start of Services to review and discuss job details, equipment requirements, project duration, work hours, and any other necessary requirements.

i. Project details will be documented in the Contractor Work Package and submitted to Company for document completion.

ii. Company shall prepare and submit pricing utilizing the Contractor Work Package document to the CPS Energy Field Representative or Authorized Ordering Agent for evaluation. The deadline for returning the completed the Contractor Work Package document will be stated on the document.

iii. Company must be given notice to proceed by the CPS Energy Field Representative or Authorized Ordering Agent prior to performing the Services.

b. Forced Outage / Emergency Services . For forced outage activities and emergency Services, CPS Energy will contact Company, and Company will mobilize as soon as possible to commence Services. Emergency Services will be performed on a Time & Materials basis utilizing the rates set forth in Exhibit B, “Pricing & Fees”.

c. Subcontractors . A list of names and addresses of all subcontractors to be used, if any, and the proposed services each subcontractor would perform must be submitted to the CPS Energy Field Representative with the Contractor Work Package

7. Company Mini-Bid Process .

a. Process . In the event that multiple companies are engaged with CPS Energy for the same Services, a mini-bid may be conducted by the CPS Energy Field Representative in order to determine the Company providing the best value to CPS Energy for those particular Services. The CPS Energy Field Representative will notify all qualified companies of a request for mini-bids via email, and if required a mandatory pre-bid meeting date. The CPS Energy Field Representative will include a Contractor Work Package or Material Request Package document, which will outline the scope, schedule, and requirements of the Services.

b. Pre-Bid Meeting . If a mandatory pre-bid meeting is determined to be necessary by the CPS Energy Field Representative, companies will be notified three (3) days in advance of the meeting.

c. Submission Requirements . Company will submit a mini-bid for the Project or Services utilizing the Contractor Work Package document. Companies will provide CPS Energy with either Time & Materials or Lump Sum pricing, as requested by the CPS Energy Field Representative. Company’s

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submission must include competitive pricing that will, in no event, exceed the labor and material rates set forth in Exhibit B, attached herein.

d. Deadline . The mini-bid submittal deadline will be stated on the Contractor Work Package or Material Request Package document. CPS Energy reserves the right to reject incomplete bids or any bids received after the stated deadline.

e. Commencement of Services . If there is a successful respondent company, Services will commence as requested by CPS Energy. CPS Energy will notify all respondent companies of the successful bid.

f. Consecutive Failure to Submit . If Company fails to submit three (3) consecutive mini-bids on projects, Company may be removed from the pre-qualified list and will not have an opportunity to submit mini-bids under this SOW.

8. Fees . The fees for the Services shall be based on rates set forth on Exhibit B, “Pricing and Fees” or as otherwise agreed upon on a per mini-bid basis.

9. Expenses . Unless otherwise approved by CPS Energy in writing in advance, Company shall bear all of its expenses in connection with the performance of the Services and development and delivery of the Deliverables.

10. Invoicing . In addition to those requirements set forth in the Agreement, all invoices MUST include Project name, Work Order Number/s, and PO Number or the invoice is subject to rejection or late payment. CPS Energy is not responsible for any incurred costs as a result of late or rejected payments resulting from failure to include this vital information.

11. Insurance . Company agrees to carry and keep insurance in full force during the Term of this SOW sufficient to fully protect CPS Energy from all damages, claims, suits and/or judgments including, but not limited to, errors, omissions, violations, fees and penalties caused or claimed to have been caused by, or in connection with the performance or failure to perform under the Agreement by Company, Company’s agents or employees, a Company Subcontractor, or its agents or employees. The minimum amount of insurance as required shall be in accordance with Addendum A titled “Minimum Insurance Requirements.” Company’s insurance shall be primary to and non-contributory with any self-insurance and/or insurance maintained by CPS Energy. Should the Minimum Insurance Requirements of CPS Energy change, Company shall be notified in writing and Company shall have sixty (60) days to meet the new requirements. Should the new requirements add materially to Company’s cost, Company should notify CPS Energy and request adjustment in Company’s compensation.

12. Change Authorization Order / Amendment . All changes to the terms of this SOW, including any change in the scope of Deliverables or Services, modification of the description or due date of the Deliverables or Services, or a change in fees due shall be subject to the Change Authorization Order process set forth in the Agreement or by written agreement signed by both parties.

13. Authorization . Each party represents and warrants that all consents or approvals required of third parties (including, but not limited to, its Board of Directors or partners) for the execution, delivery and performance of this SOW have been obtained and that each Party has the right and authority to enter into and perform its covenants contained in this SOW.

14. Addenda. The following Addenda shall be attached hereto and incorporated herein by reference:

Addendum A: Minimum Insurance Requirements

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Addendum B: Data Security and Privacy

Addendum C: Subcontracting

Addendum D: CPS Energy Security Policies

Addendum E: Not Used

Addendum F: Not Used

Addendum G: CPS Energy Power Stations and Power Plant Sites

Addendum H: Company Personnel On-Site at CPS Energy Generation Facilities

Addendum I: Guidelines for Business Travel Expense

Addendum J: Contractor Safety Passport Program

15. Exhibit(s). The following Exhibit(s) shall be attached hereto and incorporated herein by reference: Exhibit A: Change Authorization

Order

Exhibit B: Pricing & Fees

Exhibit C: Authorized Ordering Agents

[Signature Page Follows]

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The City of San Antonio, Texasacting by and through City Public Service Board

Signature Signature

Printed Name Printed Name

Title Title

Date Date

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