Miscellaneous Switchboard Layout

MISCELLANEOUS SWITCHBOARD LAYOUT

Parties and Recitals

Client Name:

Contractor Name:

Effective Date:

WHEREAS, Client Name: desires to procure a switchboard layout, associated drawings, and related services for the Project identified below; and

WHEREAS, Contractor Name: represents that it has the technical expertise and resources to prepare, deliver, and, if applicable, install the switchboard layout and perform associated testing in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in connection with the design, documentation, and handover of the switchboard layout on the terms set forth below.

Project Identification

Scope of Work

Contractor shall furnish all labor, materials, drawings, engineering calculations, and testing required to produce a complete switchboard layout package, including single-line diagram, breaker schedule, load calculations, mounting and clearance diagrams, and installation notes. The scope includes revisions required to meet code and project-unique constraints as described below.

Switchboard Specifications and Technical Data

Breaker Schedule & Load Calculations

Testing, Inspection and Acceptance Criteria

Contractor shall perform and document the following minimum inspections and tests prior to delivery or energization. Certification shall be provided with final deliverables.

Visual inspection of bus, terminations and torque values

Insulation resistance testing (megger) documented

Functional verification of protective devices and control wiring

Permanent labeling and terminal identification completed

Change Orders and Revisions

Any change to the scope or deliverables shall be documented as a written Change Order. Change Orders shall state the scope change, impact on price, and impact on schedule and must be signed by authorized representatives of both parties before work proceeds.

Approval Required for Change Orders: Yes

Payment Terms

Total Contract Amount:

Late Payment Fee:

Term and Termination

Contract Start Date:

Anticipated Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the proposed termination date. Termination for cause may occur immediately where a party materially breaches its obligations and fails to cure within 10 days of written notice.

Confidentiality

"Confidential Information" means all non-public technical, commercial, or financial information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) hold Confidential Information in strict confidence and use it only for performance under this Agreement; (b) disclose Confidential Information only to employees, consultants or subcontractors with a need to know and who are bound to maintain confidentiality; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known without breach, is rightfully received from a third party free of restriction, or is independently developed without use of the disclosed information. The obligations in this clause survive termination for a period of three (3) years.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid or payable to Contractor under this Agreement. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be submitted to binding arbitration in a mutually agreed locale within the jurisdiction specified above.

Entire Agreement

This Agreement, including any attachments and duly executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification shall be binding unless in writing and signed by authorized representatives of both parties.

Representations and Warranties

Each party represents that it has the authority to enter into this Agreement. Contractor warrants that deliverables will materially conform to the specifications set forth in this Agreement for a period of ninety (90) days from acceptance; Contractor's sole obligation under this warranty shall be to correct nonconforming deliverables at no cost to Client.

Acceptance

Deliverables shall be deemed accepted when Client confirms in writing that the deliverables conform to the acceptance criteria defined in this Agreement or upon thirty (30) days after delivery if no written rejection identifying nonconformities is provided.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be given in writing to the addresses set forth in this Agreement. If any provision is found unenforceable, the remaining provisions remain in full force.

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