03FAC - Southwest Energy Systems, LLC - GS21F0057X

SES Qualifications Summary

Who We Are Southwest Energy Systems is one of the nation’s most experienced, truly independent electrical testing and engineering service companies. We offer a broad range of testing and engineering services to promote reliable, safe and efficient operations. Through these services, we can provide strategic advantages to our clients.

The team at Southwest Energy Systems combines many years of expertise in the electrical testing and engineering arena and works closely with other "industry teams" to act as an internal engineering contractor or integration company..

We can design and establish acceptance and maintenance programs to maximize the uptime and safety of your individual electrical system. We can recommend a testing schedule for each component and specific tests to be performed. Our focus is on your most critical equipment. When our work is complete, you will receive a comprehensive engineering report with detailed test, servicing and evaluation data that has been reviewed by one of our registered professional engineers.

Organizations

Southwest Energy Systems is a Full Member Firm of the InterNational Electrical Testing Association (NETA). The NETA organization is considered the “standard” for quality in the field of electrical testing and requires its members to undergo high level inspections and audits to assure that only quality, unbiased testing and engineering services are provided.

Our team also participates in other national standards organizations such as the National Fire Protection Association (NFPA) and the Institute of Electrical and Electronics Engineers (IEEE). Our field engineers are active in the industry and work to promote the field of electrical engineering and reliability management. We also participate in numerous professional organizations including the Building Owners and Managers Association (BOMA), the International Electrical Inspectors Association (IAEI), the Arizona Power Quality Association (APQA) and the Association for Facilities Engineering (AFE).

Southwest Energy Systems is a recognized and credentialed Partner Test Lab for TUV Rhineland of North America, one of the largest Nationally Recognized Testing Laboratories (NRTL) in the nation and is authorized to provide testing and conformity services under that agreement.

PERSONNEL QUALIFICATIONS

Southwest Energy Systems maintains a staff of highly-trained professional engineers, certified test technicians and support personnel. Every Southwest Energy Systems team member has over 15 years experience in the start-up, commissioning, electrical maintenance, and laboratory testing of all types of power generation, distribution, and transmission facilities. Resumes for all personnel are available upon request.

Our internal training program includes classroom teaching, take-home studies and hands-on workshops. External training for our personnel includes degree-based programs, continuing education units, manufacturer training programs and other industry training such as Snell Infrared.

SAFETY, ORGANIZATION, AND COMMUNICATION

Safe work practices and safe environments are critical to Southwest Energy Systems. We have safety committees and safety officers at the corporate and divisional levels. We review safety procedures at monthly Safety and Technical Meetings.

In order to assure that our projects are accident-free, we have developed the following site accommodations and interface:

· A pre-job safety meeting is held with our testing team and the customer in accordance with our safety program.

· The results of this meeting define the agreed-upon safety procedures that the customer and our team would follow for the duration of the project. (Issues such as lock-out/tag-out, personnel protective devices, grounding procedures, etc. are defined in writing).

· Tail-gate safety meetings are held to assess site-specific safety issues prior to commencing any activity.

QUALITY ASSURANCE

Quality Control Audit Program

We maintain a quality assurance program documented in our Quality Control and Audit Manual. The major elements include: Quality Policy, Objectives, Organization Structure, Quality System Description, Service Quality Loop, Quality Practices, Personnel Resources, Quality Assurance Inspection, and Quality Audits. Maintaining quality assurance is the responsibility of all employees, with specific oversight by each department manager and corporate management.

We have successfully passed the quality audits of many government agencies and obtained quality supplier recognition by private industry.

Test Equipment Calibration Program

All of our field test equipment and secondary standard laboratory equipment is calibrated every 12 months. All the calibrations are traceable in an unbroken chain to the National Institute of Standards and Technology (NIST). All calibrations are accomplished within strict guidelines utilizing recognized calibration procedures, techniques and quality assurance standards.

FIELD AND SHOP SERVICES

Southwest Energy Systems provides comprehensive services to support electrical power system reliability. As an independent third-party company, our recommendations are unbiased and based on principles of value engineering. We have first-hand experience proving that electrical testing and proper maintenance have a dramatic impact on improving the cost of maintaining a reliable electrical power system.

Information management and communication within a service program is often the weakest and most detrimental facet of a client-vendor interface. We utilize state of the art computer-based test equipment to write reports, build databases and trend test data.

Commissioning and Start Up

A comprehensive commissioning program provides clear benefits for critical new facilities. Commissioning determines if equipment and systems are:

· Delivered Undamaged

· In Compliance with Design Specifications and Codes

· Installed Properly

· Operate Correctly as Integrated Systems

· Meet Design Intent and Established Limits

You realize savings from decreased rework, fewer change orders, lower operation and maintenance costs and lower utility bills.

Commissioning and start up services encompass all equipment and systems within many different types of facilities:

· Critical Space/Data Center Start Up and Commissioning

· Co-Generation Start Up and Commissioning

· Substation Start Up and Commissioning

· Transmission, Distribution and Generation Systems

· Instrumentation and Controls

Acceptance Testing

Acceptance testing is critical for the reliability and uptime of your new facility or equipment. It also provides a baseline for trending and comparing data you will gather during future maintenance testing. We can provide comprehensive field acceptance testing services in accordance with NETA/ANSI specifications and manufacturers' recommendations, industry standards and key safety issues. We also offer a wide variety of testing services including: high current primary injection testing, high potential testing, power factor testing of various electrical apparatus, such us transformers, generators, electromechanical and solid state protective relays, SF6 /vacuum breakers, UPS, large drives and fiber optic systems.

Preventive/Predictive Maintenance

Our team is taking a new look at preventive and predictive maintenance by combining well-established engineering principles with cost-effective programs and technology that make maintenance manageable throughout your facility.

Our investments in current technology and state-of-the-art instrumentation have created efficient electrical maintenance programs which identify factors that lead to equipment deterioration. Once these factors have been identified, we then provide measures for correcting them and improving the overall performance, reliability and life-cycle cost of your system.

One of our newest predictive maintenance services is Online Partial Discharge Testing, used to detect weak spots in medium- and high-voltage cable. This non-destructive, non-invasive tool can detect and accurately locate discharges in any length cable from 5 kV up to 500 kV. Our partial discharge testing units are able to identify and locate:

· Defective/Degraded Cable Insulation

· Types of Cable Defects

· Defective Splices or Terminations

· Transformers Corona Discharge

· MV Motors Corona Discharge

We are also able to evaluate cable defects in order to recommend timing for corrective action.

Our preventive and predictive maintenance services include:

· Ground Fault Systems Testing

· Transformer Testing

· Standby Generation Testing

· Ultrasonic Detection

· Infrared Scanning

· Dissolved Gas & Transformer Oil Analysis

· Wear Metal Analysis

· Maintenance Baseline Tracking

· Power Surveys & Recordings

We provide shop services which include:

· Low- and Medium-Voltage Breaker Retrofitting Re-closers

· Portable Substations Repair and Maintenance

· Solid State Protective Relays Upgrades & Retrofits Retrofit and Life Extension Services

The latest retrofit technologies enable facilities to incorporate the attributes of state-of-the-art new equipment and technology at a fraction of the cost of replacement. From our dedicated Breaker Shop, our team can rebuild and retrofit 480V and 2400-15kV circuit breakers as well as high pressure switches, starters, contactors and motor control centers. Our qualified technicians upgrade low- and medium-voltage circuit breakers and motor starters using solid state relays and vacuum or SF6 interrupters. This cost-effective solution enables us to retain parts that are useable, and replace those that are worn or obsolete. There are other advantages as well: vacuum and SF6 units are lighter, smaller, and simpler in design than air-magnetic, air-blast, or oil breakers. They have no asbestos laden arc-chutes and no arc by-products. They also offer significant mechanical and electrical life extension advantages, as well as extra safety and impressive energy efficiency and monitoring capabilities.

Project Management

Combining a broad range of resources and knowledge, we can coordinate all aspects of your project in order to bring it in on time and on budget. Our services begin early and encompass a wide range of systems and capabilities. With the team we have assembled, you are assured that your project will be completed successfully and will deliver the desired outcome.

Energy Services

Southwest Energy Systems provides energy services that can significantly lower utility bills for many commercial and industrial operations. Building on our substantial core experience in power systems testing, power measurement and understanding of the various uses of electrical energy, our energy services group provides customers with site-specific solutions to manage and reduce their energy costs.

Our energy services portfolio includes:

· Facility Energy Audits

· Assessment of Energy Savings Opportunities

· Energy Project Feasibility Studies and Cost Effectiveness Assessments

· Measurement and Verification of Baseline Energy Usage

· Measurement and Verification of Energy Savings from Energy Projects compliant with the International Performance Measurement and Verification Protocol (IPMVP) Component-Specific Energy Consumption Sub-Metering

· Energy Project Management

· Energy Project Financing

· Performance Contracting for Energy Projects

Energy-Efficiency measures developed to date include:

· Lighting Efficiency Retrofits

· Lighting Controls Retrofits

· Premium Efficiency Motors Retrofits

· Variable Frequency Drives Retrofits

· HVAC Control Systems Retrofits

· Chiller Replacements

· Building Management Systems

· Retrofits

Training Programs

Customized training specifically geared to your facility, your staff and your goals is only the beginning of our team’s approach to training. We understand the importance of effective training for your business. We have combined technical knowledge and experience with sound instructional practices to offer you training designed to go beyond the classroom and onto the job. All training programs are real, site specific, “hands-on” performance-based programs that require all participants to wear work and safety gear while attending our classes. Courses are conducted by a member of our engineering staff, experienced and trained in both the course topic and facilitation of the learning process. The result is a turnkey package of comprehensive training unparalleled in the industry.

Our technical training for the electrical industry includes:

· Electrical Systems Maintenance

· Protective Relaying

· Electrical Power System Troubleshooting

· Electrical Safety

· NFPA 70E Arc-Flash

· Note: Southwest Energy Systems safety training programs meet current OSHA requirements including OSHA 1910.269, 330-333 (Subparts R and S).

Emergency Response

We offer around-the-clock emergency services. In the event of a failure or accident, experienced support professionals respond on demand with the expertise and proper equipment required to troubleshoot the problem and quickly meet your unexpected needs on site.

Power System Analysis Our power systems study group provides the following types of engineering services:

Arc-Flash System Study

It is essential for personnel safety that all equipment be identified as to the available fault current, and how it translates into the use of the appropriate personal protective equipment. NFPA 70E identifies that there are equipment markings that must be provided to identify and protect the individuals that may be working in or on energized equipment. Southwest Energy Systems uses the latest technology and expertise in providing a total solution for your facility.

Short Circuit Analysis

It is essential for personnel safety, equipment protection and system reliability that power system equipment be adequately rated for the maximum short circuit currents. The short circuit study calculates the maximum available fault currents throughout the system and establishes the adequacy of the equipment short circuit ratings to assure a safe, reliable system.

Protective Device Coordination Study

In a properly coordinated system, only the protective device nearest the fault operates to isolate the faulted circuit without disrupting power to other portions of the system. This study provides recommended fuse sizes and settings for circuit breakers and relays to achieve optimum system protection and selective isolation of faults to minimize system downtime.

Load Flow Study

Poor voltage regulation or low power factor loads may adversely affect equipment performance, system efficiency and the cost of power. Alternate operating configurations may result in unequal load distribution or overloading lines within a network system. The load flow study calculates load distribution and voltage profiles to examine the performance of the system and determine the effectiveness of voltage regulation or power factor correction equipment.

Grounding Study

Proper system neutral grounding methods must be employed to ensure personnel safety and service reliability. The grounding study determines the optimum method for grounding to provide a safe reliable system and meet the overall operating objectives of the facility.

Reliability

Facilities, which must maintain service to essential loads, require a system designed for minimum downtime. The reliability study analyzes the capability of the system to service essential loads and uses statistical data to assist in the planning, design or upgrade.

Motor Starting

The increased inrush current during the starting of large synchronous or induction motors may cause an unacceptable system voltage drop which can prevent the motor from accelerating or can have an adverse affect on other system loads. The motor starting study determines system requirements or appropriate starting methods to assure the motor can accelerate to speed while normal service is maintained for other loads.

Harmonic Analysis

The application of non-linear loads (such as rectifiers) can subject a system to sustained high-magnitude harmonic voltage and currents, especially when applied in conjunction with power factor correction capacitors. These high-magnitude harmonics will adversely affect system performance or even cause equipment failure. The harmonic analysis will isolate the cause of harmonic distortion and provide corrective measures to reduce harmonic magnitudes to within acceptable limits.

Transient Stability

Transient stability concerns power systems containing two or more synchronous machines able to remain in synchronism after a major system disturbance. System stability is a major concern to many engineers, with the increasing popularity of facilities which co-generate or maintain critical loads with in-plant generation. The transient stability study determines system design parameters and protective relay operating times necessary to maintain stability after a fault or sudden load change, and assures that critical loads will remain in service.

Return on Investment Analysis

Although system inefficiencies result in higher power bills, sometimes the purchase and installation of new high-efficiency transformers, motors, and lighting may not be economically practical. We provide net worth analysis, pay back analysis, and life cycle cost analysis to demonstrate the economic practicality of additional capital costs of high efficiency equipment.

Through this qualification summary, our goal is to demonstrate the value-added benefits of our services and become the technical extension for your organization. We look forward to supporting your independent third party testing and engineering service needs. Please contact us at 602-438-7500 if you have any questions or need additional information.

Sincerely, Bob Sheppard

General Manager

GENERAL SERVICES ADMINISTRATION

FEDERAL SUPPLY SERVICE

AUTHORIZED FEDERAL SUPPLY SCHEDULE PRICE LIST

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!, a menu-driven database system. The INTERNET address for GSA Advantage! is: GSAAdvantage.gov.

SCHEDULE TITLE

Standard Industry Group: 8744

Service: Facilities Maintenance and Management

Service Code(s): Various

CONTRACT NUMBER

GS-21F-0057X

For more information on ordering from Federal Supply Schedules click on the FSS Schedule button at fss.gsa.gov

CONTRACT PERIOD

January 11, 2011 – January 10, 2016

CONTRACTOR

Southwest Energy Systems

2231 E. Jones Avenue, Suite A

Phoenix, AZ 85040 Telephone Number:

602-438-7500

Toll Free Number:

866-573-7625

Fax Number:

602-438-7501

CONTRACTOR’S INTERNET ADDRESS/WEBSITE

http://www.southwestenergysystems.com

BUSINESS SIZE

Small (SBA Profile P0861431)

CUSTOMER INFORMATION

1a.

Awarded special item number (SIN):

SIN 811-004 – Electrical and all utility services limited to facility maintenance 1b.

Identification of lowest priced model number and lowest unit price for that model:

“Not applicable – Service company only”

1c.

Hourly Rates:

(Straight Time)

Field Specialist Shop Technician High School Diploma High School Diploma At least 2 yrs

At least 1 yr $123.92

$74.35

Prices above are for straight time rates and include GSA discount. Overtime and Double Time will be increased by 50% and 100% respectively.

2.

Maximum order:

$1,000,000 3.

Minimum order:

None, except for Emergency Call-Outs. On an emergency call a 4-hour minimum charge will apply.

4.

Geographic coverage (delivery area):

All 48 Contiguous United States, District of Columbia, Alaska, Hawaii, Puerto Rico, and US Territories.

5.

Point(s) of production (city, county, and State or foreign country):

N/A. Service company.

6.

Discount from list, prices or statement of net price:

Prices listed are net prices (18% discount already deducted) 7.

Quantity discounts:

There is a 3% quantity discount available on single orders over $75,000.

8.

Prompt payment terms:

No Prompt Pay Discount. All payments are due Net 30 days .

9a.

Government purchase cards are accepted at or below the micro-purchase threshold.

9b.

Government purchase cards are accepted above the micro-purchase threshold.

10.

Foreign items (list items by country of origin)

N/A. Service company.

11a.

Time of delivery

N/A.

11b.

Expedited Delivery:

N/A.

11c.

Overnight and 2-day delivery:

N/A.

11d.

Urgent Requirement:

We offer 24-hour Emergency Call-Out Service. Response time will depend on location of jobsite. Four-hour minimum charge applies.

12.

F.O.B. point:

N/A.

13a.

Ordering address:

Southwest Energy Systems

Corporate Headquarters

2231 E. Jones Avenue, Suite A

Phoenix, AZ 85040

Phone:

602-438-7500

Toll-Free:

866-573-7625

Fax:

602-438-7501

13b.

Ordering procedures:

Contact numbers above for a quote. Ordering procedures and information on Blanket Purchase Agreements (BPA’s) are found in Federal Acquisition Regulation (FAR) 8.405-3.

14.

Payment address:

Southwest Energy Systems

Corporate Headquarters

2231 E. Jones Avenue, Suite A

Phoenix, AZ 85040

15.

Warranty provision:

LIMITED WARRANTY: SES warrants to Buyer that the services that it will perform are to be by trained personnel using proper equipment and instrumentation for the particular service. SES warrants that any analysis of data, subsequent recommendations and other services will be in accordance with applicable established industry standards and practices. SES shall warrant the proper performance of the services for a period of one (1) year from the completion of the services. Warranties applicable to equipment, parts or materials furnished by SES shall be that of the manufacturer of such equipment, parts or materials and only to the extent assignable to Buyer. EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, SES EXTENDS NO WARRANTIES OF ANY KIND FOR THIRD PARTY SERVICES, EQUIPMENT OR MATERIALS AND SES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES.

These warranties do not extend to any losses or damages due to misuse, accident, abuse, neglect wear and tear, negligence (other than by SES), unauthorized modifications or alterations, use beyond capacity, or improper installation, maintenance or application. To the extent that Buyer or its agents has supplied specifications, information, representations of operating conditions or other data to SES in the selection or design of the equipment and the preparation of SES quotation, and in the event the actual operating conditions differ from those represented by Buyer, warranties or other provisions contained herein which are affected by such conditions shall be null and void.

If within thirty (30) days after Buyer’s discovery of any warranty defects, within the warranty period, Buyer notifies SES thereof in writing, SES shall, at its option, repair, correct, replace or refund the purchase price for that portion of the services or equipment found by SES to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer’s claim for such defects. Equipment repaired or replaced during the warranty period shall be covered by the foregoing warranties for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer.

16.

Export packing charges:

N/A.

17.

Terms and conditions of Government purchase card acceptance:

Accepted up to $20,000. Above that threshold, 3.5% surcharge applies.

18.

Terms and conditions of rental, maintenance, and repair:

See General Terms and Conditions at the end of this document.

19.

Terms and conditions of installation:

See General Terms and Conditions at the end of this document.

20.

Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices:

See General Terms and Conditions at the end of this document.

20a.

Terms and conditions for any other services:

See General Terms and Conditions at the end of this document.

21.

List of service and distribution points:

N/A.

22.

List of participating dealers:

N/A.

23.

Preventive maintenance:

N/A.

24a.

Special attributes such as environmental attributes:

N/A.

24b.

Section 508 compliance information:

N/A.

25.

Data Universal Number System (DUNS) number:

786742416 26.

Notification regarding registration in Central Contractor Registration (CCR) database:

Registration current.

Southwest Energy Systems, LLC

General Terms and Conditions Performance of services or the supply of equipment ("services") by Southwest Energy Systems, LLC (“SES”) is expressly conditioned upon the terms and conditions herein. The person or entity purchasing services is herein referred to as “Buyer.”

1. ORDER ACCEPTANCE: Issuance of an order by Buyer shall constitute Buyer’s assent to these terms and conditions and any contrary terms in Buyer’s purchase order or other documents shall not be binding upon SES.

2. PRICING: Prices quoted by SES shall remain in effect for the period stated in the written quotation or proposal, or, if none is stated, for ninety (90) days after the date of the quotation. If SES does not receive an order from Buyer within the effective period, SES may, upon its discretion, revise pricing to reflect current rates at the time an order is received. Prices do not include any sales, use, excise, value added or similar taxes. All taxes shall be the responsibility of Buyer and SES shall include them on invoices when appropriate, absent prior receipt of an exemption certificate from Buyer.

3. TERMS OF PAYMENT: SES, at its discretion, may require progress payments for services requiring more than thirty (30) days to complete. Payment terms are net thirty (30) days from date of invoice unless other arrangements are made in writing and agreed to by both parties. Payments not received within thirty (30) days of date of invoice may be subject to a late payment charge of one and one-half percent (1½%) or the maximum rate allowed by law, whichever is higher. SES reserves the right to suspend performance of services without liability until payment of any overdue amount is made in full, including any interest charged. Additionally, SES reserves the right to demand different payment terms if, in its estimation, circumstances warrant such measures. Buyer shall be liable to SES for all expenses relating to the collection of past due amounts, including attorney’s fees.

4. CHANGES: Any changes affecting the services ordered must be accepted in writing by SES and may result in an adjustment to price, schedule, or both.

5. EXCUSE OF PERFORMANCE: SES shall not be liable for expenses or damages due to delays in performance of services, or any other obligation, when such delay is due to causes beyond SES reasonable control, including, but not limited to, natural disasters, acts of government, power failure, acts of God, labor disputes, acts of war, actions of other individuals or entities, material distribution problems or transportation shortages.

6. TERMINATION or SUSPENSION: SES may cancel any order or terminate any agreement without liability if Buyer fails to meet any of the conditions specified herein or in other project documents, or if Buyer becomes insolvent or bankrupt. SES may also terminate or suspend services if the work environment is deemed unsafe. Buyer may cancel services upon reasonable advance written notice to SES and upon payment of all work performed up to the cancellation date, plus cancellation charges. Cancellation charges will include all costs and expenses incurred by SES in the course of performance plus any commitments made by SES for the completion of the work.

7. BUYER RESPONSIBILITIES: Buyer shall provide SES ready access to the site where services are to be performed and adequate workspace and facilities to perform same as provided in these terms and conditions. Buyer shall not require SES or its employees, as a condition to site access or otherwise, to further agree or enter into any agreement, which waives, releases, indemnifies or otherwise limits or expands any rights or obligations whatsoever. Any such agreements shall be null and void. Buyer shall inform SES in writing, at the time of order placement of any known hazardous substances or conditions at the site, including, but not limited to, the presence of asbestos or asbestos-containing materials, and shall provide SES with any applicable Material Data Safety Sheets regarding same. Buyer shall appoint a representative familiar with the site and the nature of the services to be performed by SES to be present at all times that SES personnel are at the site. SES shall not be liable for any expenses incurred in removing, replacing or refurbishing any equipment or any structure that restricts SES access. Buyer personnel shall cooperate with and provide all necessary assistance to SES in a timely manner. Unless otherwise agreed to by SES in writing, Buyer shall arrange for utility outage, site lighting and power as may be needed in the course of SES performance of services. SES shall not be liable or responsible for any work performed by Buyer or the consequences of that work. SES shall not perform any electrical power switching unless specifically requested by Buyer, and under the supervision of the Buyer. Notwithstanding Buyer’s request, SES may refuse to perform power switching, if in the opinion of SES personnel, such action would be unsafe. IN THE EVENT THAT SES PERFORMS POWER SWITCHING, TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY, DEFEND, AND HOLD SES HARMLESS FROM ANY AND ALL LIABILITY, ACTIONS, SUITS, CLAIMS, DEMANDS, DAMAGES, COSTS, AND EXPENSES ("LOSSES") ARISING OUT OF OR IN ANY WAY CONNECTED WITH, OR RESULTING FROM, SES PERFORMANCE OF POWER SWITCHING, REGARDLESS OF WHETHER THE LOSSES RESULT FROM SES NEGLIGENCE (WHETHER ACTIVE OR PASSIVE, AND WHETHER SOLE, JOINT, OR CONCURRENT) OR GROSS NEGLIGENCE, AND EVEN THOUGH CAUSED IN WHOLE OR IN PART BY A PRE-EXISTING DEFECT, STRICT LIABILITY, OR OTHER LEGAL FAULT OF SES. THIS INDEMNITY SHALL APPLY TO ANY ACTS OR OMISSIONS, WILLFUL MISCONDUCT, OR NEGLIGENT CONDUCT, WHETHER ACTIVE OR PASSIVE, ON THE PART OF EITHER SES OR THE BUYER. If OSHA or any other federal, state or local government, trade association, or contractual regulations or standards require a “safety person” to be on site during the performance of services, or in the event of a trade union jurisdictional dispute where trade union represented personnel are required to assist or stand by during the performance of services by SES, Buyer shall be responsible for providing for and paying for any charge or wages for such person(s), as applicable.

8. GENERAL PROVISIONS: These terms and conditions shall be governed by and performance construed in accordance with the laws of the State of Arizona. If any section or part of these terms and conditions is or becomes illegal, unenforceable or invalid, then such part or section shall be struck and shall not affect the remaining parts or sections. These terms and conditions represent the entire, final and complete agreement between the parties with respect to the subject matter herein and supersede all prior or contemporaneous oral or written communications, representations or agreements relating to this subject. Only a writing signed by both parties may modify these terms and conditions.

9. LIMITED WARRANTY: SES warrants to Buyer that the services that it will perform are to be by trained personnel using proper equipment and instrumentation for the particular service. SES warrants that any analysis of data, subsequent recommendations and other services will be in accordance with applicable established industry standards and practices. SES shall warrant the proper performance of the services for a period of one (1) year from the completion of the services. Warranties applicable to equipment, parts or materials furnished by SES shall be that of the manufacturer of such equipment, parts or materials and only to the extent assignable to Buyer. EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, SES EXTENDS NO WARRANTIES OF ANY KIND FOR THIRD PARTY SERVICES, EQUIPMENT OR MATERIALS AND SES DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE GOODS OR SERVICES.

10. These warranties do not extend to any losses or damages due to misuse, accident, abuse, neglect wear and tear, negligence (other than by SES), unauthorized modifications or alterations, use beyond capacity, or improper installation, maintenance or application. To the extent that Buyer or its agents has supplied specifications, information, representations of operating conditions or other data to SES in the selection or design of the equipment and the preparation of SES quotation, and in the event the actual operating conditions differ from those represented by Buyer, warranties or other provisions contained herein which are affected by such conditions shall be null and void.

11. If within thirty (30) days after Buyer’s discovery of any warranty defects, within the warranty period, Buyer notifies SES thereof in writing, SES shall, at its option, repair, correct, replace or refund the purchase price for that portion of the services or equipment found by SES to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer’s claim for such defects. Equipment repaired or replaced during the warranty period shall be covered by the foregoing warranties for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer.

12. INSURANCE: SES shall maintain the following insurance or self-insurance coverage: Worker’s Compensation in accordance with the statutory requirements of the state in which the work is performed. General Liability for bodily injury and property damage with a limit of $1,000,000 per occurrence and aggregate. Automobile Liability insurance that covers usage of all owned, non-owned and leased vehicles and which is subject to a combined single limit per occurrence of $1,000,000.

13. INDEMNITY: Each party shall indemnify and hold the other party harmless from loss, damage, liability or expense resulting from damage to property of a third party, or injuries, including death, to third parties to the extent caused by a negligent act or omission of the party providing indemnification or a party’s subcontractors, agents or employees during performance of services hereunder. Such indemnification shall be reduced to the extent attributable to others. The indemnifying party shall defend the other party in accordance with and to the extent of the above indemnification, provided that the indemnifying party is: i) promptly notified by the other party, in writing, of any claims, demands or suits for such damages or injuries; ii) given all reasonable information and assistance by the other party; iii) given full control over any resulting negotiation, arbitration or litigation, or the indemnifying party’s obligations herein shall be deemed waived. The indemnification obligations under this section shall survive the termination or expiration of an order or contract between the parties for a period of five (5) years.

14. LIMITATION OF REMEDY AND LIABILITY: SES SHALL NOT BE LIABLE FOR DAMAGES, ADDITIONAL COSTS OR LOSS OF REVENUES CAUSED BY DELAY IN PERFORMANCE. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR, CORRECTION, REPLACEMENT OR REFUND OF PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 9. IN NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SES LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXCEED THE LIMIT OF THE LIABILITY INSURANCE PROVIDED BY SES OR THE TOTAL AMOUNT PAID FOR THE SERVICES IN QUESTION, WICHEVER IS LOWER. BUYER AGREES THAT IN NO EVENT SHALL SES LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE TERM “CONSEQUENTIAL DAMAGES” SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL.

rev 05/05/2010 Phoenix, az Tucson, az fresno, ca las vegas, nv salt lake city, ut