Rome Substation Rebuild Contract

Contract between Niagara Mohawk Power Corporation and 3Phase Line Construction, Inc. – Browns Falls-Taylorville 3 and 4 115kV Line Clearance Improvement Project

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Contract Agreement

between

Niagara Mohawk Power Corporation

and

3Phase Line Construction, Inc.

to provide

Materials, Equipment & Construction Services

for the

Browns Falls-Taylorville 3 and 4 115kV Line Clearance Improvement Project

November 12, 2013

Please Note: This Document contains Confidential, sensitive information that is not to be reproduced or distributed outside of the project team


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leadership and executive reviewers of National Grid and 3Phase Line Construction, Inc.

Table of Contents

DESCRIPTION Agreement - Articles 1-8: Article 1: Scope of Work Article 2: Contract Documents Article 3: Schedule Article 4: Contract Price Article 5: Invoicing/Payments Article 6: Notices Article 7: Term of Agreement ---------------------------------------------------------------------------------------------- Contract Documents: NDA Non-Disclosure Agreement Letter of Intent National Grid Letter of Intent Terms & Conditions Schedule B Terms and Conditions for Construction Purchase Orders

Exhibit A: Scope of Work/Design Packages Exhibit B: Pricing Summary and Bid Response Workbook Exhibit C: Contractor Safety Requirements Exhibit D: Environmental Guidance Procedures Exhibit E: Security Background Checks Exhibit F: Supplier Code of Conduct Exhibit G: Work Approach, Project Schedule, Assumptions and Clarifications Exhibit H: Certificates of Insurance

Contract between Niagara Mohawk Power Corporation and 3Phase Line Construction, Inc. - Browns Falls-Taylorville 3 and 4 ll5kV Line Clearance Improvement Project

AGREEMENT

This Agreement, made and entered into on the date when signed by the party signing last in time,

by and between Niagara Mohawk Power Corporation (herein referred to as Owner), a New York

corporation with offices at 300 Erie Blvd. West, Syracuse, NY 13202, and 3Phase Line

Construction, Inc. (herein referred to as Contractor), a New Hampshire based company having its

international headquarters at 25 Main Street, Farmington, NH, concerning the provision of

materials, equipment, and construction services for the Browns Falls-Taylorville 3 and 4 115kV

Clearance Improvement Project, Between the Browns Falls Substation in Fine, NY, and the

Taylorville Substation in Croghan, NY. This agreement provides for the improvement of the 3

and 4-Line clearance so that all spans meet the NESC clearance requirements as specified (see

Exhibits) by the Contractor to the Owner in fully tested and commissioned status, inclusive of all

features and capabilities defined under the scope of work (see Exhibits), and on the agreed

schedule of delivery, for which the Contractor will be remunerated by the Owner in an amount

equal to the Lump Sum bid price (contract price), paid in accordance with the Terms and

Conditions of this Agreement.

ARTICLE I - SCOPE OF WORK

The Contractor hereby agrees to meet all requirements of the full scope of work as defined in the

Contract Documents (see Exhibits) and the complete Request for Proposal, Doc294812450 in

Ariba, inclusive of all Technical Specifications, Standards, Guidance, Notes, Addenda items,

Message Board Responses, and Clarifications, as well as documented correspondence and written

responses related to post bid Questions and Answers.

ARTICLE 2 - CONTRACT DOCUMENTS

The following documents, including all attached schedules, appendices, exhibits or other

attachments thereto, are incorporated by reference as if fully set forth herein, and are hereinafter

referred to collectively and individually as the "Contract Documents" or the "Agreement":

NDA: Non-Disclosure Agreement Terms & Conditions: 0700 Terms and Conditions for Construction Purchase Orders Revised

11111 Letter of Intent Exhibit A: Exhibit B: Exhibit C: Exhibit D Exhibit E: Exhibit F: Exhibit G: ExhibitH:

National Grid Letter of Intent Scope ofWorklDesign Packages Pricing Summary & Bid Response Workbook Contractor Safety Requirements Environmental Guidance Procedures Security Background Check Supplier Code of Conduct Work Approach, Project Schedule, Assumptions and Clarifications Certificates of Insurance

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ARTICLE 3 - SCHEDULE

The Contractor agrees to commence any Work to be performed under this Agreement at the time

specified by Owner, and to carry it on continuously with such diligence that the Work will be

completed on schedule. Any planned, contemplated, or unforeseen changes to project schedule

must be documented in detail by the Contractor, inclusive of all cascading effects, particularly

any change to the project end date. This information must be presented to and discussed with the

Owner and must be approved in writing by the Owner’s Project Manager.

ARTICLE 4 - CONTRACT PRICE

The Contract Price of $ for the Work is based on the best and final Lump Sum Bid

proposal submitted by the Contractor. Contract price is inclusive of replacement of the original

insulator and fittings, replacement of deteriorated structures, and the replacement of the existing

shield wire as bid. The contract price includes the cost of a dedicated project Safety

Representative.

ARTICLE 5 – INVOICING / PAYMENTS

The Contractor agrees to submit invoices as detailed herein. An original copy is to be forwarded

to the “Bill to” address referenced in the Purchase Order to the attention of the Owner’s Project

Manager including Purchase Order Number, SAP Contract # 4400004040, and Project Name &

Funding Number C048218. A “preliminary” invoice is to be e-mailed to the Project Manager for

review and to obtain the necessary PO Number information 5 days prior to mailing the invoice to

Accounts Payable.

As per National Grid’s Terms and Conditions a 10% retainer will be held for each submitted

invoice until satisfactory completion of the Project. Invoices are to contain completed work with

itemized detail specific to work scope / units completed.

Invoices shall not include any Sales Tax assessment (see Terms and Conditions Payment and

Taxes Section).

Upon satisfactory completion of the project, including the close out of any “punch list” items and

submittal of a signed contractor’s lien release, releasing the Owner from all claims and liens by


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the Contractor, their Suppliers, and Subcontractors, the Contractor will request written approval

from the Owner’s Project Manager to proceed with final invoicing. Upon receipt of this written

approval, the Contractor can proceed with invoice submittal to collect the remaining 10%

retainage.

ARTICLE 6 - NOTICES

Notices required or permitted under this Agreement shall be addressed to:

Contractor Owner

3Phase Line Construction, Inc.

Steve Autenreith

Senior Vice President

PO Box 18

25 Main Street

Farmington, NH 03835

Ph: 509-755-9610

[email protected]

National Grid

Leonard Durant Senior Buyer, Global Procurement Transmission Lines 40 Sylvan Road Waltham, MA 02451 Ph: 781-907-1758 [email protected] and Kenneth Gavurnik Project Manager 300 Erie Blvd. West Syracuse, NY 13202 Ph: 315-428-5404 [email protected]

ARTICLE 7 – TERM OF AGREEMENT

The Term of this Agreement shall commence on the start of construction, and ending upon

completion of all applicable contract deliverables as approved by National Grid, and acceptance

of Final Invoice.

ARTICLE 8 - ENTIRE AGREEMENT

This Agreement, including all Contract Documents, constitutes the entire Agreement between the

Owner and the Contractor, with respect to the Work specified, and all previous representations

relative thereto, not included in this contract, either written or oral are hereby annulled and

superseded. No modification of any of the provisions of this Agreement shall be binding unless

committed to in writing and signed by a duly authorized representative of each party hereto.

Contract between Niagara Mohawk Power Corporation and JPhase Line Construction, Inc. - Browns Falls-Taylorville 3 and 4 II SkY Line Clearance Improvement Project

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed

by its duly authoriled representat.ive on the day and year set forth below.

Contractor: 3Phase Line Construction, Inc.

q:f~#-. Signature

<?1liJ£ ,1vRl1rt'/Jl--Name

Lines Title

Date I~I iI/15

Owner:

Niagara Mohawk (dba National Grid)

/4U~ ... ... . . .... ... . .. n...... .. ... .

Stephen DeRosa Name

Category Manager. Substationsrrransmission

Title

December 1 J. 20 13 Date

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Non Disclosure Agreement


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Terms and Conditions

ACCEPTANCE OF CONDITIONS

The Contractor heldly agrees that any Work (as dermed in the Purchase Order) pcrformed for Company in compliance with any order, written or verbal, shall be governed by the terms and conditions cited in the Purchase Order whether or not specific reference is made to the below noted Terms and Conditions by thc Purchase Order unless the Purchase Order specifically contains terms and conditions olb .. than those contained in said Terms and Conditions; then those terms will apply to the extent that they are different.

Receipt of the below noted Terms and Conditions is hereby acknowledged on the date exccuted below, and the undersigned agrees to be bound to same and the signatory represents complete authority to sign on behalf ofthe Contractor.

Revised 09130108

Three phase Line Construction Contractor

BY:~~~· ~~;dtf~: _%

Senior Vice President Title

D3IC :. __ -=-7--«_;'_P ,--I ' -,-) __

25 Main Street, PO Box 18 Street Address

Farmington, NH 03835

City, State, Zip Code

Reference Terms and Conditions Document No. 00700

Revision Date 9/30/08

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Exhibit A: Scope of Work/Design Packages

The following applicable Scope of Work / Design Packages with supporting documents are referenced and incorporated as part of this contract agreement and are archived in the Ariba

sourcing event Doc258646562:

Ariba RFP Section Section Title & Subsections

20 National Grid Safety Procedures Inclusive of Sub-Section 20.1

23 National Grid Environmental Documents Inclusive of

Sub-Sections 23.1 thru 23.6.1 Messages Inclusive of all Bidder Inquiries and Requests for

Clarification and all Replies Issued to all Bidders


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Exhibit B: Pricing Summary and Bid Response Workbook

Description of work Unit of measure Qty Unit Price Labor/Hrs per unit Cumulative price Labor Environmental Civil Overhead/per diem

Insurance *Risk Fuel EquipmentReplace Existing double circuit suspension steel flex tower with new double circuit wood 2-pole suspension structure (per drawing 2000170-C-S-01 and 200171-C-S-01) EA STR 21 240 $ Install new intermediate single pole wood guyed structure with horizontal post (per drawing 200170-C-S-02) EA STR 1 90 $

TOTAL PROJECT LUMP SUM PRICE (A153 AND I161)

Overheads, (per-diem's, lodging, etc)Project Risks / Contingencies

Unit Price: Price breakdown by major componentARTICLE-1 | Structure Installation ()

Erosion controls, (wet-land protection SWPPP mitigation, etc)

Civil, (road building, stone aprons, etc)

% of project value

ARTICLE-1 - Structure Installation

Swamp Matting

Insurance

Total Equipment

Transmission Line Construction Contractor pricing templatenationalgrid | NG Procurement

Browns Falls Clearance Improvement ProjectLeonard Durant

Description of work broken down in sections by ArticleContractor Pricing Template | nationalgrid

Project Narrative: The focus of this project is to provide ground clearance improvements on the Browns Falls-Taylorville 3 and 4 (115kV) lines. These circuits are primarily supported on double circuit flexible steel towers. The lines are located between Browns Falls Substation in Fine, NY and Taylorville Substation in Croghan, N project addresses Phase I only which includes substandard spans that can be improved through the replacement of existing towers with wood poles structures, installation of intermediate wood poles, or through regrading the ground.

Project Name:NG Procurement Buyer information:

LUMP SUM PRICE SUMMARY

Contractor Name: Three Phase Line Construction

Unit Price: Risk descripti

Total Labor

Date of Issuance to Contractors: Date Returned by Contractor

Description of work Unit of measure Qty Unit PriceRock Coring - 6ft Diameter per ft 1 $ Rock Coring - 8ft Diameter per ft 1 $

Rock Coring - 36" Diameter per ft 1 $

for continuous outage work day 1 $ for daily outage work day 1 $

for continuous outage work day 1 $ for daily outage work day 1 $

Silt fence installation 50' N/A $ Hay and/or straw bale installation 50' N/A $

Stone Apron 16' x 20' EA 1 $ Seed & Mulch 50 sq ft N/A $

Swamp Mat (approx. 16'x4'x1') linear ft N/A $ Structure Work Pad sq ft N/A $

Notes For Non-Outage Days

For Timber Matting

Environmental controls (out of scope situations)

Non-outage day when other "non-outage" work is NOT available (as determined by Contractor & Owner)

Non-outage day

Alternate pricing Item goes into effect solely when additional matting over and above what is depicted in the EFI is called for by National Grid or its designees.

Unit cost for non-outage work shall NOT be applicable to adverse weather days when work would not take place regardless of outage situation

Non-outage days shall be applicable when Contractor is given notice of seven calendar days or less that outage will not be available as listed in applicable outage plan

If outage unavailability is expected to be for extended duration, Owner reserves the right to suspend work indefinitely; demobilization & mobilization charges shall be incurred as appropriate to stop & start work, respectively; a new mutually agreed unit pricing scheme shall be negotiated if appropriate.

Non-outage day when other "non-outage" work is available (as determined by Contractor & Owner)

MISC: ALTERNATIVE PRICING ITEMS

Class Description Hourly Daily Weekly Monthly Air Compressor, 1000-1500 CFM, normally used with DTH Hammer Air Compressor, towable, 90-180 CFM ATV Single ATV, UTV : Single, Side by Side, 4x4, may include Winch Loader Backhoe, 4x4, Includes Fork Set Bobcat Tracked Loader, includes Bucket & Fork Set Attachments for BobCat Track Loader: 84" Hydraulic Angle Broom / Silt Fence Installer Telehandler / 4x4 Fork Truck / 8-10,000 lb capacity Aerial Bucket 100' +/- Elevator assembly on 4x6 or 6x6 Carrier Aerial Bucket 75'+ Working Height, Material Handler Aerial Bucket 60'+ Working Height, Material Handler Aerial Bucket, <60' Working Height, 2x4 or 4x4, Material Handeling IHC 7400, 6x6,Altec AM900-E100 Bare Hand Bucket, Material Handling Snow Travelling Vehicles Snow Handling Equipment, Plows, Spreaders (excluding truck) 20' Conex Storage Containers Crawler Crane, 18Ton, with Jib & Working Basket Rough Terrain Crane, Grove RT 522, 22 Ton, with 70' Boom & 38' Jib Boom Truck, 15 Ton with jib and working basket Boom Truck, 26-30 Ton with Jib and Working Basket Boom Truck, 33-40 ton with jib and working basket Liveline Jib Digger Derricks, Distribution type, 18-20" Auger Digger Derricks, Transmission type, 20-32" Auger, Mounted on 4x6 or 6x6 Carrier Pressure Digger IHC 7400 SFA, 6x6, Altec HD35A, or similar Tractor/Dozer, Cat D4-D5 may have Winch 98' Delta DT150C Hyd.Vibratory Cable Plow Crawler Excavator, Volvo 160 or Equivalent, May have Thumb & Grading Blade 12' Stanley MB30EX Hydraulic Hammer for Unit # 445, (Volvo 160 CL Excavator) Sweepster TD96M3P towable street broom Tag-Trailers, 25 Ton Cap., 3 Axle, Air Brakes, CDL-A Req. when attached and loaded. 00' Timbco TF 820-D Forwarder, may include chain set (1) Reinco TM-35X-KUB Mulcher, Gas or Diesel Power Numa,P125 Hammer, 17"/ 22" Bit, Smith SR8 DTH Drill mounted on 92 Ford L8000 Carrier, includes Hammer & Bit. IHC 1900, May haveDump Bed, Flatbed for Compressor and DTH Drill Prentice or Rotobec Log/Mat loader mounted on 6x8 Carrier; Peterbilt or Sterling Case Wheel Loader, 721F, 3 Yd Bucket & 72" Forks, (Mat Handling) TSE/Pengo TR5LL 5 Drum Sidewinder Puller on 3 Axle Trailer gTSE DPT40B Single Drum Puller,Tandem Trl. 4 Drum Rope Puller, Wagner Smith,Mod.T-4DP-115 10K,72" V Goove Puller, Wagner Smith, Tandem Axle, Requires Split Reel, inc. Single Puller, 1000lb capacity Hydraulic Single 8,000 lb,, 60" Tensioner Conductor Reel Stand, Model 108" Diam-67" Reel Width, 5" Arbor shaft, 5'x 8' Single Axle trailer containing Mobile Radio Repeater Station Soft Track Machines, May have Flatbed, Dump Body, Winch, Hay shooter- Extra Cost Soft Track Machines GT1000 or less, May have Digger Derrick, 50' Aerial Bucket Soft Track Machines GT3000, Altec D4060 Digger Derrick, A72T Bucket or A77T-93 Bucket Single Axle Trailers, Pole, Atv, Utv, Cargo Single/ Tandem Axle Trailers, Medium Duty, Utility, Pole 30" Bullwheel Tens, 2 Reel Stand, Tandem Axle Trailer, Sherman & Reilly 3 Reel Swivel, Tandem Axle Trailer, Sauber Mfg. Fiber Splicing /Office Trailer, Self Contained, Generator, A/C, Heat,Tandem Axle HiFlat Extendable 48-80' Trailer, May have pole bunks Hi Flat Fixed Length-40' Trailer 48'x96" Spread Axle Trailer , Trailking Model LCS, (3 Class 550 conductor stands) 50 Ton Spl.Tri-Axle Lowbed Trailer Air ride 53' X102" Van Trailer-Tools, 346 Mohawk 20' Hot Stick Trailer Ford F150 /F250 Ext Cab, Long Bed pickup or equivalent,4x4 Ford F350 / F450 / F550 or Chev 3500 Crew Flatbed Ford F559 Mechanics Truck-Dsl,19500 GVWR, of equivalent, Inc. 225 AMP Welder Mack CH Road Tractor, or equivalent, Wet system Military 6x6 (GI) M900 Tractor Military 6x6, Flatbed Military 6x6 (GI) M817 Dump Truck IHC 2574, Tandem 12 Yd, Dump Hino 268 S/A Dump Truck Under 26,000 lbs Crane Mats, Hardwood 4'x8" x16' W-S 60" x 48" Breakaway Reel

Union 1249Labor Rates

Straight OT DTApprentice 1Apprentice 2Apprentice 3Apprentice 4Apprentice 5Apprentice 6Apprentice 7Driver GroundmanEquipment OperatoField Mechanic (HEForemanGeneral ForemanGroundmanHeavy Equipment OJourneymanLead Lineman

1. Any hours after 8 hours in a day are time and a half2. Saturdays are time and a half3. Sundays & Holidays are double time4. Per diem- $ per day


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Exhibit C: Contractor Safety Requirements

Contract between Niagara Mohawk Power Corporation and 3Phase Line Construction Company, Inc. – Taylorville-Moshier 7 Line 115kV Refurbishment Project

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Exhibit D: Environmental Guidance Procedures

This Section includes the most current revision of National Grid Environmental Procedure No. 6

Contracted Services. Also attached here as part of this contract are other Environmental requirements including Environmental Guidance documents included in the National Grid

Environmental Documents Section 23 of the Ariba RFP including Sub-Sections 23.1 thru 23.6.1.


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Exhibit E: Security Background Check


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Exhibit F: Supplier Code of Conduct

Contract between Niagara Mohawk Power Corporation and 3Phase Line Construction Company, Inc. - Taylorville-Moshier 7 Line IISkV Refurbishment Project

Exhibit G: Work Assumptions, Project Schedule, Assumptions & Clarifications

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Contract between Niagara Mohawk Power Corporation and 3Phase Line Construction Company, Inc. - Taylorville-Moshier 7 Line II SkY Refurbishment Project

Exhibit H: Certificates ofinsurance

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Rome Substation Rebuild Contract

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