SUBCONTRACT AGREEMENT This Subcontract Agreement (the "Agreement") is made as of December 25, 2019 between the Pernix Group, Inc. (The “Prime Contractor" or “PC”) and SCHNEIDER ELEKTRIK SAN. VE TIC. A. ("Construction Subcontractor" or “CS”). This Subcontract shall be effective as of December 25, 2019 (the "Effective Date"). ‘SUBCONTRACT NO.: 17001-5014 ‘SOCIOECONOMIC STATUS: ‘SUBCONTRACT PRICE: $1,140,608.90 VETTING DOCUMENTATION IN PLACE: | PENDING BACKGROUND A. Prime Contractor has entered into Contract # SAQMMA-17-C-0319 (the "Prime Contract") with the United States Department of State (the "DOS") to provide design-build services of New Office Annex/Support Annex, in and around Kampala, Uganda (the “Project”). B. The Prime Contractor desires to subcontract a portion of the work on a lump sum back to back basis to Subcontractor and Subcontractor desires to perform a portion of the work required under the Prime Contract. C. The representatives of the Prime Contractor and the Construction Subcontractor for the purposes of this Agreement are the following: PRIME CONTRACTOR ~ PERNIX GROUP, INC. Louis Zecca President Pernix Federal Pernix Group, Inc. 151 E. 22" Street Lombard, Illinois 60148 Phone: 1 (630) 620-4787 Fax: 1 (630) 620-4753 Email: [zecca@pernixgroup.com 1/26 hie) ¥Now, CONSTRUCTION SUBCONTRACTOR ~ SCHNEIDER ELEKTRIK SAN. VE TIC. A.$ Bihter Unlusoy EPC Contractors Sales Manager Kucukbakkalkoy Mahallesi, Defne Sokak No:3 Buyukhanli Plaza, Atasehir 34750 Istanbul, Turkey Email: bihter.unlusoy@se.com Direct Line: +90 216 655 8888 x8855, Mobile: +90 533 449 0200 Vildan Guner EPC Contractors Sales Engineer Kucukbakkalkoy Mahallesi, Defne Sokak No:3 Buyukhanli Plaza, Atasehir 34750 Istanbul, Turkey Email: vildan.auner@se.com Office: +90 216 655 8888 Mobile: +90 539 664 08 04 THEREFORE, in consideration of the foregoing and the mutual covenants and obligations set out in this Agreement, the Prime Contractor and Construction Subcontractor agree as follows: SECTION 1: 1a 1.2 13 CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Exhibit A “Scope of Work and Services”, Exhibit B “Prime Contract Security Flowdowns”, and Exhibit C “Initial Project Execution Schedule” and any other Exhibits attached to this Agreement and identified in Section 19.5 below. All of the above Contract Documents are part of this Agreement and are fully incorporated into this Agreement with full force and effect unless specifically modified herein. These Contract Documents are attached to this Agreement. Without limitation, the Construction Subcontractor agrees that it has reviewed and accepted those provisions of the Prime Contract that deal with the Diplomatic Security Requirements for unclassified design and construction contracts and the Safeguarding of Information, including those at paragraphs D.2, 0.3, E.7, H.5, H.6, H.7, H.8 , H.9, H.10, H.35, H.49, H.50, H.51 and Attachment J.1.1 Security Classification Guide for Design and Construction of 2/2614 SECTION 2: 24 22 23 2.4 Overseas Facilities, May 2003, of the Prime Contract, Division 1 Specification Sections 013550, Construction Security (May 30, 2017), and 015015 Temporary Security Facilities and Controls (Amendment 01 — August 01, 2017) all of which are incorporated specifically into this Agreement as required by the Prime Contract. In case of conflicts among or between the Contract Documents, this Subcontract Agreement shall control. CONSTRUCTION SUBCONTRACTOR'S SERVICES ‘The Construction Subcontractor agrees to furnish all professional services, labor, material, equipment, supplies and tools necessary and/or customarily provided to satisfactorily perform that part of the work (the "Work") set forth in Exhibit A "Scope of Work and Services" which is part of the overall work that Prime Contractor has contracted with the DOS to provide under the Prime Contract. Construction Subcontractor shall perform the Work in accordance with the terms and conditions of the Contract Documents, which are incorporated into this Agreement. All work performed by CS will meet the requirements of the Prime Contract to the extent provided herein. Construction Subcontractor also agrees and warrants to perform the Work to the satisfaction of the DOS to meet ail specifications related to the Work that the Contract Documents require. Without limiting the foregoing, Construction Subcontractor shall in particular meet all security requirements of the Contract Documents that are applicable to the Work. A list of such requirements is attached as Exhibit B. To the extent that Construction Subcontractor uses any lower subcontractors to perform the Work, the Construction Subcontractor shall bind such lower tier subcontractors to the obligations, responsibilities and standards that Construction Subcontractor has undertaken with respect to the Prime Contractor, including but not limited to the security requirements of the Prime Contract. Construction Subcontractor also shall make sure that all lower-tier subcontracts contain the provisions of Exhibit B. Construction Subcontractor shall secure, maintain, review, modify and give all s pertaining to its work that may be required by relevant authorities, and shall secure and pay for all necessary licenses and permits required to carry on its work. Construction Subcontractor also shall maintain records relating to it performance, expenses and billing under this Subcontract. Prime Contractor shall have the right to obtain this information from Construction Subcontractor upon request during business hours. EY WZSECTION 3: 31 32 3.3 34 PROSECUTION OF THE WORK Construction Subcontractor shall prosecute the Work in a prompt manner as directed by the Prime Contractor so as to ensure the general progress of the Work specified in the Prime Contract is met to extent it complies with this ‘Agreement. Construction Subcontractor shall not delay the work of the Prime Contractor, or other subcontractors. Construction Subcontractor shall inform Prime Contractor, and Prime Contractor shall inform the Construction Subcontractor, in writing within five (5) calendar days of becoming aware of any circumstance that might result in a delay. A copy of the Initial Project Execution Schedule as submitted to the DOS is attached at Exhibit C, and may be updated from time to time by the Prime Contractor in which case Construction Subcontractor’s confirmation will be required to consider it applicable. The time of performance of the Work is of the essence. Construction Subcontractor shall have access to the Project Site within 30 days after execution of this Subcontract Agreement. In the event that Construction Subcontractor is delayed in the performance of the Work for any reason that is the responsibility of the DOS or Prime Contractor, Construction Subcontractor shall be entitled to a time extension and/or monetary compensation. In the event that Construction Subcontractor is delayed in the performance of the Work for any reason that is the responsibility of the Prime Contractor and not the DOS, Construction Subcontractor shall be entitled to a time extension and/or monetary compensation from Prime Contractor. The Construction Subcontractor shall promptly provide the Prime Contractor with any scheduling information that may be requested. Construction Subcontractor shall participate in the preparation of coordination drawings and work schedules as required or needed by Prime Contractor, specifically noting and advising the Prime Contractor of any interference in areas of congestion. The Construction Subcontractor will furnish periodic progress reports of the Work as required, and additional information as identified in the Exhibit A Scope of Work and Services, including the dates of delivery for material or equipment to be provided that may be in the course of preparation or manufacture. Construction Subcontractor agrees that to the extent Construction Subcontractor is responsible for any delay in the completion date specified in the Agreement thereof, Subcontractor will be responsible for liquidated damages. Liquidated damages shall be 0.5% of the Agreement Price of the delayed part per week, as full and sole compensation and remedy for the delay in delivery, for which the Construction Subcontractor is responsible may be deducted from any ae Z 4/2635 3.6 a7 payment(s) due for the Subcontract Amounts in accordance with Section 4.2 of this Agreement. For the avoidance of doubt, the foregoing calculation of weekly liquidated damage shall not be applicable if the timely performed portion of the Work is impossible to work without the part in delay in which case the weekly liquidated damage shall be calculated at the rate of 0.5% of this Agreement price ‘that were duly performed but impossible to work plus the part in delay. Total aggregate amount of liquidated damages under this Agreement cannot exceed the 10% of the Total Agreement Amount. Prime Contractor may give Construction Subcontractor instructions regarding the Work. Any such instructions shall be in writing, however, if the Prime Contractor provides an instruction orally, Construction Subcontractor shall comply with such instruction. Prime Contractor shall confirm any oral instruction in writing within three (3) calendar days, but if Prime Contractor does not do so Construction Subcontractor may within five (5) calendar days confirm such oral instruction in writing to the Prime Contractor. If not contradicted in writing within three (3) calendar days by the Prime Contractor such instruction shall be deemed to be an instruction of the Prime Contractor. Instructions regarding scheduling, phasing, technology, methodology or quality which are not covered under this agreement shall be governed under the Change provisions in Section 5. Construction Subcontractor shall keep the location of the Work reasonably clear of debris resulting from the performance of Work and shall remove all debris generated from the execution of the Work. If the Construction Subcontractor fails to comply with this paragraph within 48 hours after receipt of notice of noncompliance from the Prime Contractor, the Prime Contractor may perform the necessary clean-up and deduct the cost from any amounts due to Construction Subcontractor. Storage: In case shipment is delayed or PC does not take delivery of the Work within 15 days from the date CS notifies that they have been placed at PC's disposal, for reasons not attributable to CS, CS shall arrange storage, at the PC’s own risks and expenses. In such case a certificate of storage, either within CS premises or that of an agreed third party, shall be issued in lieu of the shipping / delivery document for payment. Without prejudice and in addition to any other remedy, in case of delay in accepting delivery for the reasons not attributable to CS, PC shall pay as storage fee 0.5% of the amount of Work stored for each month of delay in accepting delivery starting from 15 days after the delivery date defined in the Agreement or if not to be jointly afterwards. Z 5/263.8 3.9 3.10 341 Transfer of Title and Risk: Title to the Supply shall pass to the Customer upon delivery and complete payment of the Contract Price. Risk transfer shall pass according to defined INCOTERMS. Force Majeure: Parties shall not be held responsible in the event of delays of delivery or/and Site services due to any reason or event beyond its control as Force Majeure, such as but not limited to fire, floods, storms, embargo, restriction of trade, international restrictions, strikes and labour conflicts, riots, civil commotion or war, etc. In such case, the Agreement shall be suspended during the entire duration of the Force Majeure event after a written notice sent by affected Party to the other Party. If such suspension lasts more than 60 days, affected Party shall be entitled to terminate the Contract as per this clause. In this case, the PC shall pay CS the costs of good(s) and material(s) for the work and/or for Services and/or for delivered Work and/or Services until the termination date. Suspension: CS shall have the right to suspend the performance of the obligations derived from the Agreement in case the PC fails to fulfill his obligations including but not limited to payment default, or in the cases defined in this Agreement. In case of suspension of the Agreement, without prejudice to CS's other contractual rights, any reasonable charges or expenses incurred by CS in connection therewith shall be borne by the PC who shall reimburse CS forthwith upon submission of the relevant invoices. Said charges and expenses shall include but not be limited to handling, storage, insurance and labour costs incurred by CS and its sub-suppliers or sub-contractors, financial costs such as extension of the validity periods of documentary credit, bank guarantees and insurance policies if any, financial consequences resulting from the suspension and extension of time for completion, travel and living expenses of the personnel involved in the services if any. CS shall also be entitled to an extension of time for Completion equal to the suspension duration. In case the production in the factories suspended as well, then the extension of time shall be as CS's factories require due to suspension (This period may be longer than the actual suspension period due to factories’ production line arrangements). Should this suspension last for more than 60 days, then CS shall be entitled to terminate the Agreement and shall be indemnified under the Agreement. Extension of Time: CS shall be entitled to an extension of time for completion if that completion is or will be delayed by any of the following causes: a) Any variation, alteration or amendment to any part of the specification, drawings, to the work which could be requested by the PC, ) extra or additional work ordered in writing, ¢) delay by any other contractor engaged by the PC, 6/26SECTION 4: a1 42 43 d) the failure of the PC to fulfil any of his obligations under the Contract including a delayed payment, CS shall be entitled to claim his documented costs deriving from the extension of time CONTRACT SUM AND PAYMENTS Upon timely performance and completion of the Work, Prime Contractor shall pay to Construction Subcontractor the following fixed fee lump sum amount for work $1,140,608.90 (one million, one hundred forty thousand, six hundred eight Dollars and ninety cents) (the "Subcontract Amount"). The Subcontract Amount includes $1,040,608.90 (for materials and CONUS) and $100,000.00 USD as an (estimated commissioning cost per rates included in Exhibit D Schedule of Values, excluding travel, baggage fees, lodging and transportation) and exclusive of any applicable VAT. The foregoing Subcontract Amount shall include all labor, materials, overhead, performance securities, required insurances and fees, profit and all costs for Project General Requirements related to the Work. Travel, baggage fees, lodging, per diem and transportation will be arranged and provided by Prime Contractor. Should Prime Contractor and/or DOS wants to attend FATS, then their travelling, accommodation and other related costs will be arranged and provided by Prime Contractor and/or DOS. Payments will be made as follows: For submittal services © $75,000 shall be paid within 15 days from the date of duly execution of this Agreement for provision of technical services required for the submittal referred to in Exhibit A. For equipment and materials © 25% of the $965,608.90 shall be paid as Advance Payment within 15 days upon receipt of (i) DOS’ approval of submittal referred to in Exhibit A, (ii) advance payment bank guarantee and the performance guarantee as set forth below in article 7.5, via bank transfer. Therefore, an amount equal to the same shall be deducted from the CS’ payments for materials for the amortization of the advance payment. ‘* 75% of the $965,608.90 shall be paid latest 3 days before shipment via bank transfer. Partial shipment is allowed. w fa 7/2644 45 46 47 48 49 4.10 For site services: © 25% of the $100,000.00 shall be paid latest 3 days before starting the site services works. ‘* 75% of the $100,000.00 shall be within 30 days after completing the site services works. Should Construction Subcontractor ever make approved purchases of permanent materials which are not incorporated in the Work, payments for such materials delivered and suitably stored shall be in accordance with the Agreement, In conjunction with any written requisition for payment, the Construction Subcontractor must provide evidence satisfactory to the Prime Contractor that all labor and known indebtedness related to the Construction Subcontractor's work covered by the requisition has been satisfied. If it appears that labor or other bills incurred in the Construction Subcontractor's performance of the Work are not being paid in a timely manner, the Prime Contractor may take such steps as it deems necessary to use the progress payments due and payable to the Construction Subcontractor to pay such bills. Payment by the Prime Contractor to the Construction Subcontractor is not conclusive of full performance of the related work, nor is any payment considered to be an acceptance of defective work or improper materials and Prime Contractor retains the right at all times to reject non-confirming work. N/A N/A Should Prime Contractor withhold making any payment to Construction Subcontractor under the provisions of this Section 4, Construction Subcontractor nonetheless shall remain obligated to diligently proceed with performance of the Work. Allinvoices are to be addressed as follows: Pernix Group, Inc. 151 East 22 Street Lombard, IL 60148 wInvoices are to be sent to as follows: 4.11 4.12 ap@pernixgroup.com icarricarte@pernixgroup.com asolis@pernixgroup.com yamigon@pernixgroup.com Construction Subcontractor agrees all materials will be shipped according to Prime Contractor's instructions, Delayed Payments: Should payment or issuance of an acceptable irrevocable documentary credit (if any) not been made within the time set forth in the Agreement, CS shall be entitled to postpone the date of delivery for a period equal to the delay of payment or to the delay for issuance of the acceptable irrevocable documentary credit. Should such a delay exceed 15 days cumulatively, CS shall be entitled, immediately upon serving a written notice to the Prime Contractor, to suspend the performance of the Agreement. In such case provisions “Suspension” shall be applicable. It is deemed that the payment periods have been pre-determined for the payments to be made by the Prime Contractor. In case the Prime Contractor fails to make the payment based upon the pre-determined periods for the reasons not attributable to CS, without prejudice and in addition to any other remedy, Prime Contractor shall pay as default interest 1% of the not-paid amount for each month of delay in payment without need of sending any previous notification, and warning. Please refrain from sending hard copies. All invoices are to include project name/number, subcontract number, including line item number, description of services rendered along with all supporting documentation (when applicable). Should you have any questions, please feel free to contact Ani Solis at (630) 620-4787 or via email at asolis@pernixgroup.com. SECTION 5: 51 5.2 CHANGES Prime Contractor may, by written order, make changes in the Work within the scope of the Prime Contract, or as may be required by the DOS, and Construction Subcontractor shall proceed promptly with performance of the Work as changed. No changes shall be made except upon a written order signed by the Prime Contractor's authorized representative, as identified on page 1 of this Agreement. If a change arises from DOS or the Prime Contractor's direction, Construction Subcontractor and Prime Contractor shall negotiate in good faith any price adjustment for such change. Said changes will be applicable after the Parties and time effects of the change. agree on the p Zz 9/26 oo53 5.4 SECTION 6: 6.1 62 63 6.4 N/A At the request of the Prime Contractor, the Construction Subcontractor may participate in any discussions between the Prime Contractor and representatives of the DOS with respect to any changes to the Work. INSPECTION AND APPROVALS Construction Subcontractor shall ensure all materials and equipment supplied and used, and all Work performed, under this Subcontract are inspected in accordance with the requirements of the Subcontractor Agreement, Specification 014010 Contractor Quality Control (July 2014) of the Contract Documents, and Prime Contractor’s Construction Quality Control Plan, a copy of which has been provided to the Construction Subcontractor. Construction Subcontractor shall notify Prime Contractor when portions of the Work are ready for inspection. Construction Subcontractor shall provide sufficient safe and proper access for inspection of Construction Subcontractor’s Work by the Prime Contractor, the DOS or any of their authorized representatives. Within seventy-two (72) hours after receiving written notice from Prime Contractor, Construction Subcontractor shall proceed to take down and remove from the site of the Work any portion(s) thereof which the DOS, or Prime Contractor determine is unsound, improper or in any way fails to meet the specifications of the Contract Documents. Construction Subcontractor, at its own expense, shall make good, all such Work or any other work damaged by such removal, and replace all removed portions of the Work, or other work which cannot be repaired, with materials and workmanship meeting the specifications of the Contract Documents. In addition to any shop drawings and samples specified in the Contract Documents, Construction Subcontractor shall prepare at its own expense and furnish promptly, whenever reasonably requested by Prime Contractor, up to seven (7) copies of shop drawings, manufacturer's data templates, schedules, reports or any other data that may be necessary, in the opinion of the Prime Contractor, for review and approval by the DOS, and for distribution among other subcontractors and to the Prime Contractor for the proper prosecution of the Work. Construction Subcontractor shall lay out its own Work and be responsible for the accuracy of same. Construction Subcontractor and Prime Contractor shall exercise the utmost diligence in obtaining all drawings, details and information necessary to perform the Work, and if at any time drawings or Z 10/26 “a65 6.6 72 information have not been furnished, Construction Subcontractor shall inform Prime Contractor promptly in writing as to what drawings or information may be required. Construction Subcontractor shall, before proceeding with any affected part of the Work, call to Prime Contractor's attention in writing any errors or inconsistencies in the Contract Documents. ‘The review by the DOS of any submittals shall not release Construction Subcontractor of liability for any deviations from any requirement of the Contract Documents. Inspection or supervision by the Prime Contractor shall not relieve Construction Subcontractor of any of its obligations under this Agreement. Construction Subcontractor shall perform promptly any and all punch list work related to items falling within the Scope of Work and Services at Exhibit A, as requested by Prime Contractor. INSURANCE AND BONDING Before commencement of the Work, Construction Subcontractor will obtain and at all times thereafter maintain Worker's Compensation insurance in accordance with applicable Defense Base Act Insurance requirements of the Prime Contract for all Construction Subcontractor personnel performing work under this Subcontract. Ten days prior to the commencement of the Work, Construction Subcontractor will obtain and at all times thereafter maintain with insurers acceptable to the Prime Contractor the insurance coverages and in the amounts listed below. Prior to entering the Project Site, Construction Subcontractor will provide the Prime Contract evidence of such insurance certificate. Such certificates shall specify the effective date of the policies, the policy limits for covered risks, and contain a provision that the insurance will not be canceled except upon thirty (30) days written notice. Construction Subcontractor shall not cancel any such policies of insurance either before or after completion of the Work without written consent of the Prime Contractor. All insurance coverage required shall be purchased and maintained in a company or companies licensed to do business in the location of the Project, with an AM Best's rating of not less than A- VII and reasonably acceptable to Prime Contractor. 7.2.1 Commercial General Liability Insurance: (i) Commercial General Liabi insurance include the following coverage: (a) Premise/Operations, including explosion, collapse, and underground (XCU) hazards; (b) Left. blank Intentionally(c) Products/Completed Operations to be maintained Z73 74 75 for at least two (2) years after final completion of the Sublet Work and continuing to provide coverage for the required additional insureds on endorsement form ISO CG 2010 and CG 2037 or its equivalent;(d) Broad Form Contractual Liability; (e) Broad Form Property Damage, including Products/Completed Operations; (f) Personal Injury Liability: (ii) Insurance Limits of Liability will not be less than a combined single limit of two million dollars ($2,000,000) per occurrence for bodily injury and property damage and with the following aggregate limits : (a) General Aggregate limit of two million dollars ($2,000,000) (b) Products/Completed Operations of two million dollars ($2,000,000) each occurrence and in the aggregate. (il) Left Blank Intentionally. 7.2.2. Commercial Automobile Liability Insurance: Not Applicable. 7.2.3 Property Insurance: Construction Subcontractor will maintain property insurance covering all property owned by, or in control of, Construction Subcontractor which is not to be incorporated into the Sublet Work, including, without limitation, tools, equipment and materials, The coverage shall be in an amount which will satisfy the requirements of the Prime Contract and will be written on a Cause of Loss, Special form with replacement cost coverage and a deductible no greater than $50,000. All insurance coverage required shall be purchased and maintained in a company or companies licensed to do business in Uganda. Construction Subcontractor will provide Prime Contractor with certificate of insurance evidencing compliance with these insurance requirements. Providing or carrying insurance shall not be deemed to release either party or in any way diminish its liability by way of indemnity or otherwise, as assumed by it under this Agreement. Upon DOS’ approval of submittal referred to in Exhibit A, the SC shall furnish to ‘the PC, an advance payment security in an amount equal to twenty-five percent (25%) of $965,608.90 as guarantee for the provision of advance payment. The advance payment security shall be issued by the PC’s Bank: in the form set out in Exhibit E hereof. Upon signature of this Agreement, the CS shall furnish to the PC, a performance security, valid for a period of 365 days after the final acceptance of the Main Contract or until 31st December 2022, whichever comes earlier, in the amount equal to ten percent (10%) of $1,140,608.90 as a guarantee for the complete, satisfactory and timely fulfillment of the obligations of the CS under the Z 12/26SECTION 8: 81 8.2 83 FG. Agreement. The performance security shall be issued by the the PC’s Bank: the form set out in Exhibit E hereof. Without prejudice to any other right available to the PC, no material payment shall be due to the CS until it has furnished to the PC the performance security in accordance with the foregoing provisions. WARRANTY Construction Subcontractor warrants and guarantees to the Prime Contractor, and the DOS that the Work shall be of good quality, free from faults and defects, and conform to the requirements of the Contract Documents. In addition, to the extent Construction Subcontractor furnishes materials or equipment, Construction Subcontractor warrants and guarantees such materials shall be new, unless otherwise specified, and conform to the requirements of the Contract Documents, including the provision of any manufacturer's warranties. Construction Subcontractor further agrees to execute any special guarantees as may be required by the Contract Documents, or applicable law. Construction Subcontractor agrees to make good promptly at its own expense, and without cost to Prime Contractor, or the DOS, any and all defects due to faulty workmanship and/or materials that it may furnish that may occur prior to the end of the Warranty period stated in this Agreement. Notwithstanding any other provisions to the contrary, Warranty period shall not exceed 24 months after delivery. CS undertakes to remedy any defect resulting from faulty design, bad material or poor workmanship for the entire “warranty period” specified in the Agreement and for that period only. In order to be able to avail himself of his rights under this Clause, the PC shall notify CS in writing without delay of any defect that have appeared and shall give him full opportunity of inspecting and remedying them. Upon receipt of such notification, CS shall within the shortest period of time and at its own expense repair, modify or replace, at its option and as it deems necessary, the defective equipment or part thereof. Any Equipment or part of Equipment supplied in replacement of a defective one shall be delivered to the PC according to the Contract’s Terms and Conditions. Spare part or repair: replacement part / services warranty shall not exceed in any event the shorter of 12 months from the repair/replacement or delivery, or the date initial warranty would end. The warranty shall only apply to defects that appear under normal ‘operation and proper use, and provided that the PC has fully complied with Cs's instructions and guidance relating to storage, installation, operation and maintenance of the relevant Equipment. In particular, the warranty does not HBT eider Elskirig~ Z cee 13/26a 84 SECTION 9: 91 9.2 93 94 cover defects arising from improper storage, Force Majeure events, alterations / modifications or repairs carried out by the PC without CS’s consent in writing, normal wear and tear, or any other causes exterior to the relevant equipment, defects ai ig either from equipment / materials supplied by the PC or from a design requested by the PC without the approval of CS, failure and defects caused by negligence of the user, non-compliance with the operation manual, and failure and defects due to lack of control and maintenance. The foregoing warranties and remedies are exclusive and in lieu of all other warranties, representations, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties or conditions of merchantability, title, noninfringement and fitness for a particular purpose. Construction Subcontractor neither assumes nor authorizes any other person to assume for it any other liability in connection with the sale, installation, maintenance or use of its work or products. LIENS AND LABOR RELATIONS Construction Subcontractor shall pay for all labor, materials, supplies, equipment and services provided directly or indirectly to Construction Subcontractor in performing the Work and under this Agreement, and shall defend, indemnify and hold the Prime Contractor, the DOS and their representatives harmless from any claims, losses, or other liabilities arising directly or indirectly from any such failure by Construction Subcontractor to do so. Construction Subcontractor shall provide signed releases for all labor, materials, supplies, equipment and services as may be requested by Prime Contractor or otherwise required. Construction Subcontractor shall do whatever is reasonably necessary in the progress of its Work to assure harmonious labor relations and to prevent strikes or other labor disputes. Construction Subcontractor shall fully comply with all local labor agreements and jurisdictional decisions that may be or come into force or that are executed with or by Prime Contractor. Lower tier subcontractors of the Construction Subcontractor shall comply with this section to the same extent and an express provision imposing such provision on lower tier subcontractors shall be included in their subcontracts. Construction Subcontractor shall indemnify Prime Contractor and the DOS against any liability, claim, loss, damage or expense resulting in any way, directly10.2 103 10.4 or indirectly, from its failure to comply with the requirements of this section, including fees and costs incurred in enforcing this indemnity. LOSS OR DAMAGES TO THE WORK, INDEMNITY AND LIMITATION OF LIABILITY All loss or damage resulting from any negligent action by the Construction Subcontractor, and/or its lower tier subcontractors or suppliers, shall be borne and sustained by Construction Subcontractor and shall be solely at its risk until final acceptance by the Prime Contractor and the DOS. Construction Subcontractor shall at all times and at its expense protect all labor, materials, supplies, tools and equipment that it supplies against any damage, injury, destruction, theft or loss and in no event shall Prime Contractor be liable or responsible for such liabilities. Likewise, Construction Subcontractor shall be solely responsible for any loss or damage of any nature claimed its mechanics, laborers and other employees of any description. Construction Subcontractor shall at its expense promptly repair or replace damage to the work of others, or to any part of the Work, resulting from its activities. Construction Subcontractor assumes full liability for any and all damages, death, or injury of any kind to all persons, whether employees or otherwise, and property arising out of or in any way connected with its Work resulting from negligent action. Further, to the fullest extent permitted by law, Construction shall in case of negligent action (i) fully indemnify and save the the Prime Contractor, and the DOS wholly harmless from any and all third party claims, liabilities, liens, demands and causes of action for or on account of any bodily injury to persons, damage to tangible property, fines, penalties, assessments, or any other loss arising out of or in consequence of the performance of Construction Subcontractor’s Work (collectively, a “Claim”) and (ii) assume, on behalf of Prime Contractor, their officers, agents, employees and representatives, the defense of any such claim that may be brought against the Prime Contractor or their officers, agents, employees or representatives. N/A Notwithstanding any other provision of this Agreement, and except as otherwise expressly provided in the Prime Contract, neither Prime Contractor nor Construction Subcontractor shall be liable to the other or any third party for any special, indirect, incidental, consequential, or exemplary damages (including without limitation loss of profits or revenue, loss of use or data, and loss of production), whether such damages arise in contract or tort, irrespective of fault, negligence or strict liability, even if the Prime Contractor or Construction Subcontractor has been advised of the potential for such damages. 15/2610.5 10.6 SECTION 11: 1a 11.2 113 Notwithstanding any other provision of this Subcontract Agreement and to the extent permitted by applicable law, the maximum liability of Construction Subcontractor for damages hereunder shall not exceed the Subcontract Agreement price. ‘The indemnity obligations under this Agreement shall not be limited in amount or type of damages, compensation, or benefits because of worker's compensation, disability benefits, or similar laws. COMPLIANCE WITH LAW AND SAFETY Construction Subcontractor shall take all reasonable safety precautions pertaining to the Work and its performance. All work, labor, services and materials to be furnished by Construction Subcontractor must strictly comply with all rules, regulations, statutes, ordinances and directives (hereinafter “laws") now in force or hereafter in effect that are applicable through the Contract Documents and/or are applicable to the Work. All work, labor, services, or materials necessary to comply with said Laws will be furnished by Construction Subcontractor as part of this Agreement without any additional compensation. Construction Subcontractor agrees to indemnify and save Prime Contractor, and the DOS harmless from and against any and all claims, loss or expense caused directly or indirectly by its failure to fully comply with any such Law. Construction Subcontractor agrees that the prevention of accidents to any and all employees engaged in the Work under the Subcontract is solely its responsibility. Construction Subcontractor shall comply with all applicable safety laws and any safety standards established during the progress of the work by the Prime Contractor. If requested Construction Subcontractor shall submit a safety plan for review by Prime Contractor. The review of any safety plan by r Prime Contractor shall not be deemed to release Construction Subcontractor or in any way diminish its liability, by way of indemnity or otherwise, as assumed by it, under this Agreement. ‘When so ordered, Construction Subcontractor shall stop any part of the Work which Prime Contractor deems unsafe until corrective measures satisfactory to Prime Contractor have been taken. Should Construction Subcontractor neglect to adopt such corrective measure(s), Prime Contractor may do so and deduct the cost from payments due to Construction Subcontractor. Construction Subcontractor shall timely submit copies of all accident or injury reports to Prime 16/26Contractor and assist the Prime Contractor in the investigation of any accident or injury. 11.4 Embargo and Restrictions For all cases, shipments and services (the fulfilment of the Agreement) shall be under the provision that fulfilment is not being restricted by any national or international regulations, particularly export/import control regulations and embargoes or any other restrictions. The Parties shall obligate themselves to provide all information and documentation needed for the export / domestic shipment / import. Delays caused by export/import checks or licensing / permission procedures shall override any lead times or deadlines stipulated. If any required licenses / permissions for certain items cannot be obtained, the Contract shall be considered as not concluded regarding the items in question; because of this and of above-mentioned transgression of deadlines, any liquidated damages, claims for damages, penalty, etc. shall be excluded. 11.5 Export Control This Agreement is subject to the approval and/or issuance of any required licenses, authorization or approvals by any relevant government authority. If any required licenses, authorization or approval are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such license authorization or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit CS from fulfilling any obligation under the Agreement, or would in CS's judgment otherwise expose CS to a risk of liability under the applicable export control laws and/or regulations if it fulfilled the Agreement, CS shall be excused from all obligation/s under this Agreement SECTION 12: TERM, TERMINATION AND BREACH 12.1 This Agreement shall commence on the Effective Date and shall terminate upon completion and final acceptance of the Work by the DOS. 12.2. The Prime Contractor may, at its option, terminate for convenience this Subcontract Agreement, in whole or in part, at any time by written notice to Construction Subcontractor. Such notice shall specify the extent to which the performance of work is terminated and the effective date of such termination. In that event, Construction Subcontractor is required to immediately stop work. Prime Contractor shall pay will pay CS (15 business days after receipt of fully supported invoice evidencing all such costs) for (i) all Work delivered and/or production has been completed up to the date of termination notification; (i) Zz23 12.4 12.5 all materials, goods and services reasonably ordered for the performance of the ‘Agreement which shall have been delivered to CS or of which CS is legally liable to accept delivery (unless directed by PC to re-use such materials for other clients to the extent that they are usable and equal to “new”, such materials, goods or services shall become the property of PC upon such payment being made by the PC to CS, }; (ii) any other reasonable documented costs, and other costs and/or expenses committed (iv) Return CS's all bank guarantees, if any. In case the PC does not make all above payments within the said 15 days, in addition to his other rights originated from this Agreement or law, CS shall also be entitled to register the advance payment and other payments as revenue, and reuse the not-delivered Work or its’ components or sell to someone else. Prime Contractor shall not be liable to Construction Subcontractor for any other costs, fees, expenses or liabilities, nor for prospective profits on Work not performed. In no event shall Prime Contractor be liable to Construction Subcontractor for amounts more than the Subcontract Amount. If, at any time and in the reasonable opinion of Prime Contractor, Construction Subcontractor should refuse, neglect or fail to supply a sufficient number of properly skilled workmen or sufficient materials and equipment of the proper quality, or fail in any respect to prosecute the Work with promptness and diligence, or fail to correct defective work promptly, or fail in the performance of any of the conditions of this Agreement, or cause by any action or default the stoppage or interference with the work of Prime Contractor or other subcontractors, or declare bankruptcy, become insolvent or be unable to meet its debts as they mature, then Prime Contractor may, at its option, provide Construction Subcontractor with notice of such breach, If Construction Subcontractor does not cure the breach within ten (10) calendar days of receipt of such notice, or within two (2) days if an emergency does or will exist, the Prime Contractor may, at its option, cure the breach. In addition to any other remedies available, which are not waived, Prime Contractor may deduct the cost of such cure, including all charges, expenses, losses, costs, and damages of Construction Subcontractor’s failure to perform, from any payments then due or thereafter to become due to Construction Subcontractor. Alternatively, if Construction Subcontractor does not cure the breach within ten (10) calendar days of such notice, the Prime Contractor may, at its option, declare the Construction Subcontractor in default and terminate this Agreement by delivering written notice of the default and termination to Construction Subcontractor. Thereafter, Prime Contractor may take possession of the Work, including all materials, tools, appliances and equipment of Construction Subcontractor at the site of the Work, and through itself or others provide labor, Zz 18/2612.6 12.7 12.8 equipment and materials to repair, remove or complete the Work on such terms and conditions as may be necessary. In addition to any other remedies available, which are not waived, Prime Contractor may deduct the cost of such cure, including all charges, expenses, losses, costs and damages as well as reasonable attorneys’ fees incurred as a result of Construction Subcontractor’s failure to perform, from any payments then due or thereafter to become due to Construction Subcontractor. If Prime Contractor terminates the employment of Construction Subcontractor because of Construction Subcontractor’s breach, and to the extent that Construction Subcontractor might be entitled to some further payment, Construction Subcontractor shall not be entitled to any further payments under this Agreement until Construction Subcontractor’s Work has been completed and accepted by the DOS and payment has been received by Prime Contractor from the DOS with respect thereto. Additionally, Prime Contractor shall have the right to terminate this Agreement in whole or in relevant part, by written notice, for other material breaches, if the DOS terminates the Prime Contract for its convenience in whole or in relevant part, or upon the DOS terminating the Prime Contract for any reason. In that event, Construction Subcontractor is required to immediately stop work. Prime Contractor shall pay Construction Subcontractor (within 15 days after receipt of approved invoices with appropriate backup evidencing costs) for (i) all Work delivered and/or its production has been completed up to the date of termination notification; (i) all materials, goods and services reasonably ordered for the performance of the Agreement which shall have been delivered to CS or of which CS is legally liable to accept delivery (such materials, goods or services shall become the property of PC upon such payment being made by the PC to CS); (ili) any other documented costs, and other costs and/or expenses committed (iv) Return CS’s all bank guarantees, if any. In case the PC does not make all above payments within the said 15 days, in addition to his other rights originated from this Agreement or law, CS shall also be entitled to register the advance payment and other payments as revenue, and reuse the not-delivered Work or its’ components or sell to someone else. Prime Contractor shall not be liable to Construction Subcontractor for any other costs, fees, expenses or liabilities, nor for prospective profits on Work not performed. If, at any time and in the reasonable opinion of CS, PC fail in the performance of any of the conditions of this Agreement (including but not limited to timely payment), or declare bankruptcy, become insolvent or be unable to meet its debts as they mature, then CS may, at its option, provide PC with notice of such breach. 19/2613.2 23.3 13.4 If PC does not cure the breach within ten (10) calendar days of such notice, the CS may, at its option, declare the PC in default and terminate this Agreement by delivering written notice of the default and termination to PC. Prime Contractor shall pay Construction Subcontractor (within 15 days after termination) for (i) all Work delivered and/or its production has been completed up to the date of termination notification; (ii) all materials, goods and services reasonably ordered for the performance of the Agreement which shall have been delivered to CS or of which CS is legally liable to accept delivery (such materials, goods or services shall become the property of PC upon such payment being made by the PC to CS); (ili) any other documented costs, and other costs and/or expenses committed (iv) Return CS’s all bank guarantees, if any. In case the PC does not make all above payments within the said 15 days, in ad originated from this Agreement or law, CS shall also be entitled to register the advance payment and other payments as revenue and reuse the not-delivered Work or its’ components or sell to someone else. In addition to any other remedies available, which are not waived, CS shall be entitled all charges, expenses, losses, costs and damages as well as reasonable attorneys’ fees incurred as a result of PC’s failure to perform, cLaims: Any claims or disputes related to the Work which may arise, including adjustments to compensation or to time of completion, shall be governed by the terms of this Subcontract. N/A Construction Subcontractor hereby waives and releases any and all claims, causes of action and rights to further payment beyond the Subcontract Amounts, except as may be supported by Change(s) duly signed by the Prime Contractor's authorized representative; provided nothing in this clause shall prevent the Construction Subcontractor from claiming against Prime Contractor for acts and defaults by the Prime Contractor causing losses to the Construction ‘Subcontractor per the terms of this Agreement. Construction Subcontractor shall carry on with the Work and maintain satisfactory progress according to the Prime Contract and this Subcontract while any claim or dispute is being resolved. Construction Subcontractor shall make all claims to Prime Contractor so the Prime Contractor has at least 5 calendar days in which to satisfy the time requirements of the Prime Contract for submission of any related claim to the DOS 20/26SECTION 14: 14.1 14.2 143 DISPUTE RESOLUTION If at any time a dispute or difference shall arise between the Construction Subcontractor and the Prime Contractor in relation to any aspect of this Agreement or the Work, either party may give notice in writing to the other of such dispute or difference. The parties shall then meet and confer in good faith to resolve that dispute. Unless it has been settled or the parties have agreed to a longer time to resolve the dispute through negotiations, a dispute or difference may be submitted to binding arbitration only after the expiration of twenty-eight (28) days from the date of receipt of the notice required by Section 14.1. The parties agree that any and all disputes shall be submitted to Arbitration(s) as the sole means to resolve such claims and disagreements among the parties. The arbitration shall be by a three person panel of neutral arbitrators, one chosen by each party and a third to be chosen by the two party-selected arbitrators. Each arbitrator shall have qualifications and experience in the particular matter in dispute and the work called for under this Agreement. The rules of arbitration shall be those of the American Arbitration Association Construction Industry Rules. The arbitration shall take place in Chicago, Illinois or any other mutually agreed upon location. The parties agree that the Arbitration shall take place in the English language. The parties agree that the arbitration award shall be final and binding upon them and that it may be enforced upon them through any court in the United States. Each party shall bear its own costs and expenses in the arbitration, but the parties shall equally split the cost or expenses of the arbitration panel. WORK PRODUCT 15.2 Construction Subcontractor agrees to pay all royalties and license fees and to indemnify and hold harmless Prime Contractor, and the DOS from any and all loss, damage or expense to which they may be put from claims or litigation for the use or misuse of any patented or unpatented invention or process, used or furnished by Construction Subcontractor, unless required by the Prime Contract and not selected or used by Construction Subcontractor. The parties acknowledge that performance of the Work may result in the discovery, creation or development of materials, including but not limited to, deliverables, reports, presentations, charts, diagrams, processes, procedures, data, software, and other systems or documentation which to apply only to Z15.3 16.2 163 items developed exclusively for Prime Contractor and specifically identified as a deliverable in their order (the “Work Product”), Upon payment of the Subcontract Amounts, all of the Construction Subcontractor’s rights, title, and interest (except the Intellectual Property Rights, patents and trademarks) in the Work Product, shall be the Prime Contractor's property and are hereby irrevocably assigned, transferred and/or vested to Prime Contractor. Construction Subcontractor further agrees to execute and deliver to Prime Contractor any and all documents that Prime Contractor may reasonably request to convey and reasonably protect such interest. INDEPENDENT CONTRACTOR Nothing in this Agreement shall be construed to create an employer-employee relationship between the Prime Contractor and Construction Subcontractor. Construction Subcontractor may not contract or make any commitments to any third party on Prime Contractor's behalf. ‘The consideration set forth in this Agreement shall be the sole consideration due Construction Subcontractor for the Work provided. Prime Contractor will not withhold any amounts for payment of taxes from the compensation paid to the Construction Subcontractor. The Construction Subcontractor shall be responsible for all payments of taxes, contributions and/or premiums payable on its employees or on its operations under worker's compensation laws, health and welfare benefit plans, gross business taxes, sales and use taxes and any other taxes, contributions and/or premiums which may become payable by operation of law or contract, including contributions payable by the employees, and Construction Subcontractor shall save Prime Contractor and the DOS harmless from all liability, loss and expense resulting from Construction Subcontractor’s failure to comply with such requirements. Construction Subcontractor shall comply with any rules and regulations at any ‘time applicable hereto and shall, on demand, substantiate that all taxes and other charges are being properly paid. Notwithstanding the foregoing, the Subcontract Amount as described in Article 4 above excludes all present or future sales taxes, excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by government authorities upon equipment and/or services quoted by Construction Subcontractor. Prime Contractor shall be responsible for all such taxes and duties resulting from this Subcontract. Construction Subcontractor is required to impose taxes on orders and shall invoice Prime Contractor for such taxes and/or fees according to state and local statute, unless Prime Contractor furnishes Z 22/2617.2 173 17.4 Construction Subcontractor at the time of order with a properly completed exemption certificate(s) acceptable to the authorities imposing the tax or fees. CONFIDENTIALITY In the course of performing the Work, the parties recognize that both Prime Contractor and Construction Subcontractor may come in contact with or become familiar with information which the other party may consider confidential. This information includes, but is not limited to, information pertaining to the Work to be performed under this Agreement (collectively, “Confidential Information”). “Confidential Information” shall not include, however, information which (a) is now or becomes generally available to the public, other than as a result of a breach of this Agreement, (b) is available to or was known to the Prime Contractor or Construction Subcontractor on a non-confidential basis before its disclosure under this Agreement, or (c) is now or becomes available to the Prime Contractor or Construction Subcontractor on a non-confidential basis from a source other than the Construction Subcontractor, Prime Contractor or the DOS, and that source is entitled to disclose such information. Prime Contractor and Construction Subcontractor shall maintain in strict confidence all such Confidential Information and shall only use such Confidential Information in connection with the Work. Prime Contractor and Construction Subcontractor agree that they shall not discuss or divulge such Confidential Information to anyone other than appropriate employees, representatives or advisors who need to know such information in connection with the Work. Prime Contractor and Construction Subcontractor may disclose such information to the extent required by law or regulation, provided it gives the other party written notice of such requirement prior to such disclosure and provides reasonable assistance in obtaining an order to protect the confidentiality of the information. Prime Contractor and Construction Subcontractor also shall, upon request of the other party, promptly return all Confidential Information in its possession that was obtained from the other party in connection with the Work, Prime Contractor and Construction Subcontractor’s obligations under this Section shall continue past the completion of the Work and the Term of this Agreement. Prime Contractor and Construction Subcontractor shall be responsible for any breach of this Agreement by their employees, representatives and advisors. 23/2675 17.6 19.2 19.3 19.4 19.5 Prime Contractor and Construction Subcontractor also acknowledge and agree that disclosure of Confidential Information in breach of this Agreement may cause irreparable injury, and that either party may seek appropriate injunctive relief to prevent such disclosure without the need to calculate harm or post bond with regard to such relief. There shall be no public release of any information or photographs concerning, this Subcontract or the Work except in accordance with paragraph H.9 (Public Release of Information) of the Prime Contract. ASSIGNMENTS Neither this Agreement nor any interest therein may be transferred, voluntarily or involuntarily, without prior written consent of both Prime Contractor and Construction Subcontractor. This Agreement shall be binding upon and shall inure to the benefit of Prime Contractor and Construction Subcontractor and to their successors and assigns. GENERAL This Subcontract comprises the entire agreement between the parties relating to the work covered hereby and no other agreement, representations or understandings concerning the same have been made and no oral statement, understandings or agreement shall affect the terms hereof. All sections and headings are used for convenience only and do not affect construction or interpretation of this Agreement. Each party represents and warrants that the individual signing on its behalf has the power and authorization to do so. ‘The waiver by any party of a breach of any provision of this Agreement shall be in writing. Any such waiver shall not operate or be construed as a waiver of any subsequent breach. The following exhibits are attached and made part of this Agreement, and in case of conflict, discrepancy, ambiguity or inconsistency between the documents the order of precedence of the Agreement documents is as follows: This Agreement Exhibit A Scope of Work and Services19.6 19.7 19.8 19.9 Exhibit B List of Contract Security Requirements Exhibit Initial Project Execution Schedule Exhibit D Pay Application/Instructions and Schedule of Values ExhibitE Advance Payment Guarantee and Performance Guarantee Templates All notices or other communications permitted or required under this Agreement must be in writing and shall be considered to be delivered as follows: {a) By personal delivery when actually received; (b) By overnight courier upon written notification of receipt; (c) By facsimile transmission upon receipt of acknowledgement of successful electronic transmission; (d) By electronic mail, upon receipt notification or response email from recipient; (e) By certified or registered mail (return receipt requested and postage prepaid) upon written notification of delivery. All notices shall be sent to the addressees set forth on the second page of this Agreement. Either party may designate a different address by notice to the other in accordance with the provisions in this Section. This Agreement shall be construed in accordance with US Federal Law or in the absence of applicable Federal law the law of the Commonwealth of Virginia, USA. If any provision of this Agreement is deemed invalid or unenforceable, that part shall be amended to achieve as nearly as possible the same effect as the original provision. If such amendment is not possible, that provision shall be deemed severed and every other provision, including the remainder of any paragraph from which a provision is severed, shall remain in full force and effect. in drafting this Agreement the parties intended to create a fair and reasonable document. No provision in this Agreement shall be interpreted for or against either party because of their role in drafting this Agreement.19.10 This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. SCHNEIDER ELEKTRIK SAN. VE TIC. A. Manisa OSB 4. Kisim, Kecilik’y OSB Mahallesi, Zeki Sairoglu Caddesi Yunusemre / Manisa, Turkey Hiseyin Bora Tuncer, Cluster President Filiz Gékler, Cluster Vice President Date: 3, FS HBT 26/26 PERNIX GROUP, INC. 151 E, 22nd Street Lombard, Illinois 60148 United States intense, President ix Federal PERAL ZAUGEK CEO S : Se) >4 7. SR ») PERNIX SCOPE OF WORK US DEPARTMENT OF STATE, OVERSEAS BUILDING OPERATIONS (OBO): US Embassy NOX and SPX Addition: Power Distribution Equipment: Kampala, Uganda BACKGROUND ‘THE U.S. DEPARTMENT OF STATE (DOS), Bureau of Overseas Buildings Operations (80) has issued contract SAQQMMA 17 C0319, Design-Build Construction Services for the Design-Build construction of a New Office Annex and Support Annex Expansion Project U. S. Embassy Kampala, Uganda. This project is a design/build project located on the existing 9.41 acres Embassy Compound. The existing compound comprises of; the existing Chancery building of 7,916 sq. meters, a combined Main Entrance and Consular Access Control and a Service Access Control, a Utility Building, Marine Residence, and a Staff parking off compound along the north side of the site. This project will add a new NOX of approximately 4,452 sq. meters, a new Main, Consular, and Service Access Control facility, a new Support Annex for Facility Maintenance and Vehicular Maintenance Shops, Utility Building, and a partial underground parking structure for official and staff vehicle for a total of approx. 231 parking stalls. The project will include new compound perimeter security walls and substantial modification to site utility including new Fueling ‘Systems, Technical Security Systems, Fire Alarm, Telecommunications, and controls. SCOPE OF WORK: This Scope of work is not intended to place limits of the work within the work of the discipline, but more clearly define features of work to be priced. The Vendor shall provide Unit Substation, Double Ended Low Voltage Switchgear, Switchboards and Panelboards with witness testing, provide Construction Document development support, provide all equipment, all controls and all internal materials, Start-up assistance, Training and all associated submittals and close out documents as required by the Specifications. ‘This work is further described in the Drawings and Specifications attached to this Scope of work. This work includes but is not limited to: ‘A, Support Development of Construction Documents B. Vendor shall supply all system design, submittals, materials, controls and equipment for a fully functioning Secondary Unit Substation, Double Ended Low Voltage Switchgear, ‘Switchboards and Panelboards as per related specifications and DIFC Drawings. SPECIFICATIONS of note: 1. Division 1 General Requirements 2. Divisions; 261116 Secondary Unit Substation, 261326 Medium-Voltage, Metal- Clad Switchgear, 262300 Low Voltage Switchgear, 262315 Double-EndedcS ies) PERNIX Oy Re SCOPE OF WORK ‘Switchgear, 262413 Switchboards, 262416 Panelboards, and 264315 Surge Protective Devices, 260573 Overcurrent Protective Device Coordination Study 3, All other associated specifications. D. SECONDARY UNIT SUBSTATION per project specifications 261116 with the following characteristics: On concrete base: enclosed incomming primary section: 11KV 3P 3W 1200A, 25KAIC, Power monitoring, Protection relays, CTs and PTs. Transformer section: Liquid filled Transformer 3000KVA, 3P 11KVA/415-240 WYE Solidly Grounded. Secondary Section: (1) 100AF/GOAT MCCB (USED FOR SPD), (2) 4000AF/4000AT EO (tags PSE1 and PSUJ), CTs, PTs, and power monitoring. Secondary unit substation: 415/240V, 3P 4W 4000A 100KAIC all as per drawings CMPD £601, NOX E401 and specification 261116. ‘Secondary unit substation to include the following components: 1. Primary/MV Switchgear with the requirements of specification 261326 “Medium- Voltage, Metal-Clad Switchgear.” 2. Identification complying with Spec 261116-1.8 (Deviations taken, please refer to specification compliance documents provided) 3. Ratings and conditions complying with Spec 261116-2.2 (Deviations taken, please refer to specification compliance documents provided) 4, Transformer: Complying with Spec 261116-2.4, 5, Liquid fan cooled, outdoor substation type, copper windings and bus, vacuum processed core and coils, detachable radiator, and rated per BIL; all complying with spec 261116-2.44. 6. (4) high voltage taps 2.5% above and below rated voltage (Specification calls for 4 total taps, two 2.5% above and two 2.5% below, not 4 above and not 4 below, Please refer to specification), 7. Secondary switchgear accordance with the requirements of specification 262300 “Low Voltage Switchgear.” 8. Power monitoring interface and alarms points complying with specification 261116- 2.6 (All points referenced in power monitoring block diagram drawing and the transformer points mentioned in the specifications to be available on equipment. Wiring to these point for integration into EPMS to be performed by others not by Subcontractor.) 9. Seismic and applicable standards requirements complying with spec 261116-1.6 81.7 10, Warranty requirement as per spec 261116-1.10 also per spec 264315-1.6 411. Including all accessories, extra materials and spares as per spec 261116 section 1.12, 2.4.0, and 28 12. Mimic bus and nameplates complying with Spec 261216-2.9 13. Shipping complying with Spec 261116-2.10SS) PERNIX GROU Ps SCOPE OF WORK Submittal Documentation: Listed in spec 261116 section 1.2, 1.3 and 1.4 including: Below mentioned documents have to be provided as a Package. 1. Product data and shop drawings Compliance review of the specifications (CDE) Design calculations, time current curves, qualification data(1.5) FWT, Factory test reports, field tests Maintenance data: O&Ms(1.9), Parts Manual Seismic Qualification Certificate-261116-1.3.8 and 1.6 Testing and Commissioning Including: 1. Factory and field testing complying with spec 261116 sections 2.4.C, and 2.7 2. Commissioning and training requirements listed in spec 261116 section 3.2 and 3.3, E. DOUBLE-ENDED LOW-VOLTAGE SWITCHGEAR as indicated on drawings and schedule: CMPD E601, CMPD £603, SPX E401, SPX EP252, NOX 702, SPX E702 and per specification 262315. 1. TAG: MDSWGR’ 415/240V, 3P, 4W, 4000A (100% neutral) 100KAIC = _ (BEA) 4000AF/4000AT EO LSG Drawout breakers. Main Tie Main breakers. Digital metering (TAGS: CB1, CB2, &CB3). See notes 10 = _ (SEA) 800AF/400AT EO LSIG Drawout breakers. Digital metering, (TAGS: CBA, CBB, CBD, CBH, CBI) = (2EA) 100AF/60AT MCB -. Used for 2EA TVSS as per specification 264315 = (LEA) 1600AF/1600AT EO LSIG Drawout breaker. Digital metering (TAG: CBC) See note 10. - (LEA) 8O0AF/400AT LSIG Drawout breaker. Digital metering (TAG: CBE). = (GEA) 1600AF/1000AT EO LSIG Drawout breaker. Digital metering (TAG: CBF, BK, CBP, & CBQ) See note 22. = (2EA) B00AF/200AT LSIG Drawout breaker. Digital metering (TAG: CBG, & CBI). = (GEA) B00AF/700AT EO LSIG Drawout breaker. Digital metering (TAG: CBL, CBM, CBN, & CBO) See note 23. - Power System controller (Required contacts and interface points will be provided for the operation of breakers per the sequence of operations. Sequence of operation will be controlled by Paralleling Switchgear equipment and will be coordinated with the Paralleling Switchgear supplier.) 2. Shall comply with all general, enclosure, fabrication, bus structure requirements and components indicated in spec 262315 section 2.2, 2.3, 2.4, 2.Sand 2.6 (Deviations taken, please refer to specification compliance documents provided) 3. Shall include all components as indicated on drawings: PTS, CTs, Digital meters, relays, Transient voltage, controllers or relays, Loss of power sequence of operation. 4, All circuit breakers shall be in compliance to spec 262315 section 2.7. 5. DC Power System complying with spec 262315 section 2.8F. eX < Wy) PERNIX e@rRouP SCOPE OF WORK Electrical power monitoring system interface complying with spec 262315 section 29 Single line diagram Mimic Bus complying with spec 262315 section 2.11 8. Incompliance with sequence of operation indicated in spec 262315 section 2.12 9. Including all accessories, extra materials and spares as per spec 262315 section 1.9, and 2.10. 10, Surge Protective device warranty compliance with spec 264315-1.6 Testing and Commissioning including: 1. Factory witness test and field testing complying with spec 262315 sections 2.13, and 35 2. Start-up, Commissioning and training requirements listed in spec 262315 section 3.9and 3.10 Submittal documentation: Listed in spec 262315 section 1.2, & 1.3 including: Below mentioned documents have to be provided as a Package except for Item 5. 1. Product Data, Shop Drawings Compliance review of the specifications (CDE) Wiring Diagrams, Coordination drawings Qualification Data, Test reports (Factory, Field) mic bus after final switchgear load connections have been made, for Operation and Maintenance Data 7. Seismic Qualification Certificate SWITCHBOARDS ~ as indicated on drawings and schedules: NOX E601, SPX E601, NOX £702, SPX E703, NOX E401, NOXE6O1 and per specification 262413 & 264315 1. Tag: NOXESWB Ratings: 1600A, 415/240V, 3P 4W, 65KAIC— See notes 3, 6, & 7 415/240V, 3P, 4W, 4000A (100% neutral) 100KAIC = (EA) 1600AF/1600AT LSIG MCCB — Main circuit breaker. See notes 1 & 2 ~ (LEA) 100A Bus ready space = (2EA) 250A Bus ready space = (2EA) 100AF/6OAT MCCB - 1 Used for a TVSS as per specification 264315 ~ (EA) 150AF/15OAT LSI MCCB. Metered circuit breaker. ~ (2A) 250AF/200AT LSI MCCB, Metered circuit breaker ~ (AEA) 250AF/200AT LSI MCCB. Spare ~ (AEA) 100AF/100AT MCB, Spare = (1A) 100AF/100AT MCB, Metered circuit breaker = (AEA) 400AF/400AT LSI MCCB. Metered circuit Breaker. Shunt Trip ~ (AEA) 100AF/20AT MCCB 1P. Metered circuit breaker. —to Shunt trip power Z ae{S) PERNIX Cao ue SCOPE OF WORK = (LEA) 600AF/600AT LSI MCB, Metered circuit breaker = (LEA) 250AF/250AT LSI MCB. Metered circuit breaker 2. Tag: SPXEDS-21 ings: 800A, 415/240, 3P 4W, 65KAIC ~ See note 1 - (1A) 800AF/B0OAT LSI Fixed insulated case individually mounted mail circuit breaker = (LEA) 150AF/1S0AT MCCB = (BEA) 200AF/200AT MCCB - Spares - (GEA) 200AF/200AT MCB. Metered circuit breaker = (LEA) 100AF/30AT MCCB - 1ea Used for a TVSS as per specification 264315 = (GEA) 100AF/100AT MCCB. Metered circuit beaker ~ (LEA) 100AF/SOAT MccB - _ (26A) 100AF/60AT MCB = (AEA) 125AF/125AT MCCB, Metered circuit breaker - (AEA) 400AF/400AT MCCB. Metered circuit breaker 3. Switchboard complying with Seismic performance requirement as per spec 262413-2.1 & 2.20 Switchboard Units Manufactured as per specification 262413-2.2 Provide TVSS as per drawings and schedule in accordance with spec 264315-2.3 Provide overcurrent protective devices/breakers as per spec 262413-2.4 Provided PTs, CTs, Digital meters, watt-hour meters, recording demand meters as required per drawings and in accordance to spec 262413-2.5 Control power complying with spec 262413-2.6 (Multiple points not applicable, please refer to specification compliance documents provided) 9. Power Monitoring system interface complying with spec 262413-2.7 10. Provide all switchboard accessories complying with spec 262413-2.8, 111. Surge Protective device warranty compliance with spec 264315-1.6 Nowe ‘Submittal data as per spec 262413 section 1.2 incudes: Below mentioned documents have to be provided as a Package. Product data, Shop drawings, Wiring diagrams Test reports, certifications Operation and Maintenance Manual Seismic Qualification Certificate. seen Testing and Commissioning including: 1. Field testing complying with spec 262413 sections 3.3, and 3.5 2. Start-up, Commissioning and training requirements listed in spec 262413 section 3.5 PabeS of 11{S) PERNIX = GROUP SCOPE OF WORK G. PANELBOARDS — as indicated on drawings and schedules: CMPD E601, NOX E601, SPX £601, SCAC E601S, MCAC 601M, CCAC E601, NOX E702, NOX E703, NOX E704, SCAC E601, SPX E702, SPX £703, and per specification 262416 & 264315 1. Provide Panelboards per panel schedule and specs = PANELBOARD MCAC EU, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD MCACEP-01, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD MCACEM-1, AS PER ATTACHED SCHEDULE AND SPECS - _ PANELBOARD MCACETR-O1, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD CCACEP-11, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD CCACEU, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD SCACEM-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SCACEP-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SCACETR-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SCAC-E, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SCAC EU, AS PER ATTACHED SCHEDULE AND SPECS - _ PANELBOARD NOXEPOJUCR, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEPOMTS, AS PER ATTACHED SCHEDULE AND SPECS = _ PANELBOARD NOXEPOPBX, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD NOXEL-O1, AS PER ATTACHED SCHEDULE AND SPECS, = PANELBOARD NOXEP-01, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEP-02, AS PER ATTACHED SCHEDULE AND SPECS ~ _ PANELBOARD NOXEP-03, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEPOTSEF, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD NOXEK-11, AS PER ATTACHED SCHEDULE AND SPECS NEMA 4X SS = PANELBOARD NOXEK-12, AS PER ATTACHED SCHEDULE AND SPECS NEMA 4X SS = PANELBOARD NOXEK-13, AS PER ATTACHED SCHEDULE AND SPECS NEMA 4X SS = PANELBOARD NOXEMDP-00, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD NOXEPDP-00, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEP-11, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEP-12, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD NOXEL-11, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD NOXEP-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEM-11, AS PER ATTACHED SCHEDULE AND SPECS, ~ PANELBOARD NOXEL-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEP-22, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD NOXEM-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXETR-O1, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEM-32, AS PER ATTACHED SCHEDULE AND SPECS. ~ PANELBOARD NOXEM-33, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEM.31, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD NOXEM-02, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD NOXEM-O1, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXETRDP-00, AS PER ATTACHED SCHEDULE AND SPECS FG HET ZSs PERNIX GROUP SCOPE OF WORK PANELBOARD NOXETR-11, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD NOXEDP-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD NOXETR-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD NOXEU, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SPXEL-11, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SPXEP-11, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD SPXESP-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SPXEL-21, AS PER ATTACHED SCHEDULE AND SPECS = PANELBOARD SPXEM-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXETR-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXEP-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXEP-22, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXEM-31, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXEL-31, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPXEP-31, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD SPX-EU, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEDS-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEDS-22, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEL-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEM-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEP-21, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD UTLEP-22, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD GEN 1&2 AUX, AS PER ATTACHED SCHEDULE AND SPECS ~ PANELBOARD GEN 3&4 AUX, AS PER ATTACHED SCHEDULE AND SPECS - PANELBOARD GEN 5 AUX, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD EC2-E, AS PER ATTACHED SCHEDULE AND SPECS PANELBOARD EC2-EU , AS PER ATTACHED SCHEDULE AND SPECS 2. Complying with fabrication and features mention in drawings and specs 26246- 2A 3, Fully rated to interrupt symmetrical short-circuit current available at terminals, as indicated in drawings. 4, Branch Circuit breaker panel boards complying with specification 262416-2.4 5. Distribution panelboards complying with specification 262416-2.5 6. Provide TVSS as per drawings and schedule in accordance with spec 264315 7. Provide overcurrent protective devices/breakers as per spec 262416-2.8 8. Applicable controller power complying with spec 262416-2.9 (Exception taken, please refer to specification compliance documents provided) 9. Power Monitoring system complying with spec 262416-2.10 (Deviations taken, please refer to specification compliance documents provided) 10. Provide all panelboards accessories complying with spec 262416-2.11 (Multiple points not applicable, please refer to specification compliance documents provided) 41. Provide Extra materials as per 262416-1.7 12. Surge Protective device warranty compliance with spec 264315-1.6 w Pte 7 of 11& PERNIX. gGRouUP SCOPE OF WORK ‘Submittal data as per spec 262416 section 1.2 incudes: Below mentioned documents have to be provided as a Package 1. Product data, Shop drawings, Wiring diagrams, Coordination drawings, & Test reports, certifications and O&M. Testing and Commissioning including: 1. Field testing complying with spec 262416 sections 3.5 and 3.6, H. OVERCURRENT PROTECTIVE DEVICE COORDINATION STUDY Provide overcurrent protective device computer based coordination study identifying amp interrupting capacity, device specific protection of personnel from arc flashing and improvement of system reliability and isolation of faults, 1. Perform study with a software the complies with spec 260573-2.1 - Fault-Current Study = Time-Current-Characteristic curves 2. Arc Flash Study software = 4Arc flash calculation options = Works task 3, Provide arc flash hazard warning labels complying with spec 260573-3.2 ‘Submittal data as per spec 260573-1.2 incudes: 1. Software Information and Data Files Software Certificates Qualification Data Fault-Current Study Report Coordination Study Report Summary Report Testing and Commissioning including 1. Field testing, and training complying with spec 260573-3.1 and 3.3. 1. Losistics: 1. Upon submittal approval, Subcontractor will provide BOM coordinated by Procurement and Logistics upon submittal approval. 2. Pernix will coordinate all logistics efforts w/Subcontractor upon material being released for fabrication. 3. All other material will be shipped by Subcontractor to Pernix’s East Coast warehouse, DAP (Hanover, Maryland 21076) allowed. A detailed packing list and Bill of Lading will be provided to pandl@pernixgroup.com upon shipment. J. TESTING/COMMISSIONING: 1. Allinstalled devices will be tested and as-built documentation will be included, iz@ROUP ey < ®) PERNIX SCOPE OF WORK 2. All devices will be tested at final commissioning with Vendor to provide support to the commissioning team. All required tools and equipment for testing and commissioning should be provided by Vendor. The tools and equipment are ing to be sent to Pernix Warehouse prior to 3 weeks of Rep's site visit. 3, All items found to fail commissioning will be corrected by Vendor. Vendor to safeguard the installation to prevent damage. Failed items will be provided without any additional cost by Vendor. Cost of transportation to project site willbe paid by Vendor. 4, Vendor will turn over all user manuals and maintenance data for all products installed per O&M requirements in both hard copy and electronic format. 5. Vendor will provide training to on-site maintenance personnel in accordance with the specifications. Total training time shall be no less than 8 hours. 6. Pernix shall provide Vendor no less than 60 days’ notice of when Vendor's commissioning team is expected on the project site. K, PROJECT CLOSE-OUT/ACCEPTANCE: Project Closeout and Acceptance will be defined as follows: 1. Completion and Acceptance by O80 of all SOW items as outlined in this proposal and the Contract Documents. 2. Subject to Submission and Acceptance of the Deliverables outlined below: ADDITIONAL NOTES AND REQUIREMENTS: 1 Cleared American labor is not required for this project. 2. Payment and Performance bond is not included. 3, Work week is nine (9) hour work days, five (5) days a week at project site. 4, Subcontractor will work in conjunction with Pernix when required to help eliminate or minimize changes to the systems where possible. Subcontractor will participate when required in design reviews and clearly delineating areas Where there may be a cost growth potential and will work to minimize cost growth. 5, Subcontractor shall be subject to all the rules and regulations for working at the US. Embassy, Kampala and will conduct all operations in a professional manner. 6. Access to the site will be limited as described in the Contract Documents. All personnel will be subject to the facility access and badging requirements. 7. Includes providing all the O&M Manuals and proper training documents as required by the Specifications and Division 1. 8. Includes Subcontractor representative attending the pre-functional testing and final commissioning. 9. Includes seismic bracing per site seismic zoning.~ SS) PERNIX @ROU Ps SCOPE OF WORK WORK BY OTHERS: Cable pulling, conduit running ‘© Cabling for MV & LV power, fiber, control, and signaling, cable terminations, cable termination kits, cable glands, screws and lugs, cable trays and ladders, etc. and any workmanship linked to mentioned works except cable lugs, Cable lugs will be provided by manufacturer. ‘* Open cable trench, preparation of floor according to erection manual of product, provide base for panel if needed. © AC/DC UPS, , generators © DC&UPS Panels ‘+ Low voltage cable connections (interconnections) between cubicles + Supply of cable gland and drilling holes for cable glands + Prepare additional penetration at bottom of the panel SCHEDULE: SUBMITTAL LEAD TIMES: Project review time by engineer/Owner: 2-3 Weeks SHOP DRAWING LEAD TIMES: Record submittal: 2-8 Weeks upon signatures completion of Agreement: Mv Switchgear: 8 weeks Transformer: 4 weeks LV Switchgear: 4 weeks Lv Switchboards: 2 weeks Panelboards: 2-4 weeks MATERIAL LEAD TIMES: (FROM SUBMITTAL APPROVAL) Approximate lead-time: 6-16 Weeks after Submittal Approval. Secondary Unit Substation lead times: 14-16 weeks ‘Switchgear MDSWGR lead time: 16 weeks ‘Switchboards NOXESWB and SPXSWB-21 lead time: 14 weeks Panelboards lead times: 6 weeks for all panelboards. FACTORY WITNESS TEST ‘Add 1-2 working days (Note: Impact to overall Project’s schedule, add 1W) Zz