Company/Vendor: Name of Project:

VH Braunig Wastewater Pump System Upgrade

Statement of Work # 10608818

STATEMENT OF WORK NO. 10608818

This Statement of Work No. 10608818 (“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.

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 . CPS Energy is performing a project to upgrade the sanitary sewer system at its VH Braunig power station. The project requires a new lift station equipped with a wastewater packaged pump station. This SOW covers the requirements for operational conditions, design, performance, and materials of construction of the new packaged pump station and aeration system.

2. Services . Company agrees to provide the following Services (the “Services”):

a. Company is to design, manufacture, test, deliver to the site, and assist in the startup of a new wastewater packaged pump station and an aeration system according to the requirements listed herein and details shown in the design drawing in Appendix A.

i. The new wastewater packaged pump station will be installed outdoor on top of a wet well with inside diameter of 5’ – 0”.

ii. The aeration system will be installed next to the wet well.

b. Goods to be provided:

i. One “Everlast Series 1000” wastewater packaged pump station manufactured by Smith & Loveless. The wastewater packaged pump station shall be equipped with two 100% vertical, above ground, self-priming pumps with all necessary equipment and controls.

ii. One new aeration system with necessary equipment and control that will be interfaced with the wastewater packaged pump station for controlling odor generated in the wet well.

c. Delivery.

i. Company shall deliver the complete packaged pump station to CPS Energy Braunig Power station located at 14740 Streich Road, Elmendorf, TX 78112.

ii. Company shall also deliver one set of special tools that is required for the installation and servicing of the equipment.

d. Start-Up Support. A factory technician shall be provided by Company to CPS Energy to support the start-up of the wastewater packaged pump station. The startup support shall be for a minimum of 8 hours.

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3. Specifications / Requirements .

a. Design Basis for Packaged Pump Station . The wastewater package pump station shall be composed of two (2) 100% capacity pumps with the following details:

i. Type of pumps: Vertical, Non-Clog, above ground, self-priming pump

ii. Material for base plate: stainless steel

iii. Power supply source for the pumps: 480V/ 3-phase/ 60 Hz

iv. Flow: 80 GPM per individual pump

v. TDH: 140 feet

vi. Maximum Static Suction Lift: 15 feet

b. Wastewater Packaged Pump Station Requirements

i. Electric motor driving the pumps shall meet the following requirements:

1. Motor shall be driven by a 480V/3 phases/60 Hertz power source

2. Motor efficiency shall be 96% or better

3. Motor shall be TEFC as standard

4. Motor shall have class F insulation

5. Motor shall have a service factor of 1.15

ii. The wastewater packaged pump station shall be equipped with a PLC-based control module that controls all operation and monitors and protects all components of the station. All control functions shall be managed from a central control panel. This panel shall be capable of providing information and adjustments to operating parameters to allow safe operation of the compressor.

iii. The station shall be in an enclosure that is that is made with materials suitable for outdoor service in harsh weather conditions.

iv. The complete pump station and related equipment shall be rated for NEMA 4.

c. Aeration System Requirements

The aeration system shall meet the following requirements:

i. Properly sized to provide adequate aeration to prevent sewage within the wet well from becoming septic.

ii. Shall be in a NEMA 4 enclosure.

iii. Shall be equipped with two 100% blowers, stainless steel fittings and hoses, stainless steel diffusers and brackets. Blowers shall be oilless type.

iv. Shall be interfaced with the wastewater pump station control system.

v. Shall be capable to operate in harsh outdoor condition, from extreme heat to extreme cold.

4. Deliverables. In addition to the Services, the Company shall deliver each of the following (the “Deliverables”) within the phase or time frame stated below:

a. Submittals Prior to Manufacture . Prior to manufacture, Company shall submit electronic copies of the following items for review and approval to CPS Energy:

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i. Shop drawings, data packages, and specifications for review. Drawings and information submitted for approval will require five working days for initial comments from CPS Energy. All drawings and data shall be in English units. Resubmittal by Company may be required.

1. Instrument Specifications

2. Drawing for the wastewater packaged pump station showing plan, elevation, and details. These drawings show all basic dimensions, tolerances, and required clearances for access, equipment removal and maintenance, equipment weight, foundation outline (if required), and anchorage details.

3. Wiring and schematic diagrams with external cable terminations for all electrical equipment furnished including local panels when supplied.

4. Electrical control panel equipment layout drawing.

5. External wiring diagram for the control panel.

6. Panel door wiring diagram.

7. Control enclosure specifications and dimensions.

8. Circuit breaker (each size provided) specifications and curves.

9. Alternating relays specifications and wiring diagrams.

10. Control relays specifications and circuit diagrams.

11. Moisture detector relay specifications and circuit diagram.

12. Float and float mounting system specifications.

13. Pump specifications which includes:

a. Performance curves, including NPSHR, extended to indicate pump characteristics from shutoff to 125% of design capacity, or maximum permissible flow, whichever is applicable. Efficiencies and power requirements shall also be included.

b. Motor nameplate data for all motors shall be furnished along with starting limitation data describing the number of starts allowed in a given time period.

c. Electrical loading identifying all motors including maximum connected load in kVA and maximum coincidental load in kVA.

d. Motor outline drawings.

ii. Reports. Company shall submit the following:

1. Test reports for all applicable standard shop tests.

2. Evidence of calibration with date of calibration of all applicable instrument devices supplied.

b. Final Drawing and Data Package . Thirty days prior to scheduled Delivery, Company shall submit two complete sets of hardcopies and electronic copies of drawings and data listed below. The materials shall be revised to reflect any comments made by CPS Energy during the review period.

i. In electronic format

SOW 10608818 4(rev’d 3/2018)

1. Erection instructions or manuals

2. Startup and commissioning procedures

3. As-built drawings showing final size, elevations, dimensions, sleeve sizes and locations, plate thickness and welding, manhole cover details, etc.

4. Operation and Maintenance Manual (O&M Manual) that provides detailed installation, operating and maintenance instructions including a cleaning schedule. O&M Manual shall also include:

a. Name of manufacturer, model, and identification number

b. Date of manufacture

c. Standards to which the lift station(s) were manufactured and are to be installed

d. Pump-outline

e. Pump specifications

f. Pump curves

g. Manufacturer’s recommended spare parts with pricing good for one year

h. Drawings, descriptions, and specifications for pumps controller

ii. Two sets of hardcopies of the following

1. Operation and Maintenance Manual (O&M Manual) described above.

5. Manufacturing Schedule.

a. Within fifteen days after SOW execution, Company shall submit a detailed manufacturing schedule depicting all tasks required to accomplish the entire work under this SOW for review and approval by CPS Energy.

b. Each task shall have start date, end date, and duration.

c. Company expressly agrees that no allowance shall be made by CPS Energy for delays in the Services that are due to causes within the control of Company. Company shall provide CPS Energy written notice of any delay within ten (10) days after the start of the alleged delay or within ten (10) days of becoming aware of the alleged delay. Such request shall contain a proposed adjustment to the Manufacturing Schedule and Project Schedule, and documentation illustrating Company has used all reasonable means to minimize the delay. If requested by CPS Energy, Company shall work such overtime and utilize such additional equipment as may be necessary to eliminate the delay in completion of the Services. No additional compensation shall be due to Company for any said extension of time unless CPS Energy requests Company to work overtime or schedule increased resources in order to compensate for causes beyond the control of both parties.

6. Term . The Term of the SOW shall commence on July 8, 2019, and shall terminate, subject to the terms of the Agreement, no later than July 7, 2020.

7. Fees . The fees for the Services and the Deliverables are as follows:

Fixed Cost for Total Turnkey Project: $______ .

SOW 10608818 5(rev’d 3/2018)

8. Payment Schedule . Company agrees to the following payment terms, including any milestone payments or other conditions related to payments as set forth herein:

Deliverable / Service Completion (%)

After completion of kick-off meeting 10%

After submittal of

Detailed Fabrication Schedule

Detailed Equipment Drawings

Pump Curves

Electrical/Control Diagrams

Aeration System Information Sheet

10%

In-Progress Inspection at approximately 25% fabrication complete (pictures or CPS Energy representative inspection) 10%

Pre-shipment inspection (pictures or CPS Energy representative inspection) 20%

After delivery of equipment to the job site 40%

After inspection of CPS Energy confirming no physical damage to equipment 10%

TOTAL 100%

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. Project Schedule . The Services shall be performed according to the following schedule. All work must be completed by November 6, 2019.

Activity Name Days from

Effective Date of SOW

Kick-off meeting 15

Submittal of Detailed Fabrication Schedule 30

Submittal of Detailed Equipment Drawings 30

Submittal of Pump Curves 30

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Submittal of Electrical/Control Diagrams 45

Submittal of Aeration System Information Sheets 45

In-progress inspection at approximately 25% complete 60

Pre-shipment inspection 125

Complete Delivery of Equipment at Jobsite 140

11. Operational Testing / Additional Warranties.

a. At the completion of installation, CPS Energy will perform operational tests and performance tests as advised by Company. Deficiencies indicated by test results shall be promptly remedied to the complete satisfaction of CPS Energy.

b. In addition to any warranties stated in the Agreement, Company gives the following additional warranties, if any, specific to this SOW: For eighteen (18) months from the date of delivery, or one (1) year from the date of the startup of the system, whichever will expire first, the Goods will: (i) conform to Company’s Documentation, (ii) be free from defects in design, workmanship, and material, and (iii) meet the specifications stated in the applicable Order or SOW, provided, however, that if Company’s standard Documentation states a warranty period of longer than eighteen (18) months from the date of delivery, or longer than one (1) year from the date of the startup of the system, whichever will expire first, then the warranty period shall be the period stated in Company’s Documentation.

12. 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.

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

CPS Energy Company

Name: Name:

Title: Title:

Phone Number: Phone Number:

Email Address: Email Address:

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14. 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.

15. 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.

16. Exhibit(s). The following selected exhibit(s) shall be attached hereto and incorporated herein by reference:

Exhibit A: Appendix A

Exhibit B: Change Authorization Order

17. Addenda. The following selected addenda shall be attached hereto, if applicable, and incorporated herein by reference:

Addendum A: Minimum Insurance Requirements

Addendum B: Data Security & Privacy

Addendum C: Subcontracting

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[Signature Page Follows]

SOW 10608818 9(rev’d 3/2018)

The City of San Antonio,

acting by and through

City Public Service Board

Signature Signature

Printed Name Printed Name

Title Title

Date Date

SOW 10608818 10(rev’d 3/2018)