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Home My WebLink AboutA6652 - WESTERN ENERGY SYSTEMS - ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Assignment, Assumption and Amendment Agreement This Assignment,Assumption and Amendment Agreement("Agreement") effective as of April 1,2020 ("Effective Date"), is entered into by and among City of Palm Springs, a California municipality, with offices located at 3200 E.Tahquitz Canyon Way, Palm Springs, CA 92262 ("Assigning Party"),ENGIE Services U.S. Inc., a Delaware corporation, with a principal place of business located at 500 121h Street, Suite 300, Oakland, CA 94607 ("Assuming Party"), and Western Energy Systems, a division of Penn Power Group,LLC (fWa Penn Detroit Diesel Allison, LLC), a Pennsylvania limited liability company, with a principal place of business located at 8330 State Road, Philadelphia, PA 19136 ("Remaining Party") WHEREAS,Assigning Party desires to assign to Assuming Party all of its rights and delegate to Assuming Party all of its obligations under that certain contracts Maintenance Agreement dated July 6, 2015 by and between Assigning Party and Remaining Party related to the municipal cogeneration plant owned by the Assigning Party, a true copy of which is attached hereto as Exhibit A (the "Assigned Contract"); and WHEREAS, Assuming Party desires to accept such assignment of rights and delegation of obligations under the Assigned Contract in connection with and subject to that certain Post- Construction Services Agreement by and between Assigning Party and Assuming Party dated as January 30, 2020 ("Post-Construction Services Agreement"); and WHEREAS, Remaining Party desires to consent to the assignment of the Assigned Contract from Assigning Party to Assuming Party and substitute Assuming Party as a party to the Assigned Contract in Assigning Party's place, subject to the Assigning Party's consent to reassume its obligations under the Assigned Contract as amended in the event of termination or non-renewal of the Post-Construction Services Agreement; and WHEREAS, As Party and Remaining Party desire.to amend in part the Assigned Contract as provided in this Agreement; NOW,THEREFORE, in consideration of the mutual covenants,terms, and conditions set forth herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Certain Definitions. Capitalized terms used in this Agreement shall have the same respective meanings given in the Assigned Contract, including those defined in Annex I of the Assigned Contract, except as otherwise defined, specified or amended in this Agreement. 2. Assienment and Assumption 2.1 Assignment. Assigning Party irrevocably (subject to the provisions of Section 3.8, below) sells;assigns, grants, conveys, and transfers to Assuming Party all of Assigning Party's right,title, and interest in and to the Assigned Contract. 2.2 Assumption. Assuming Party accepts such assignment and assumes all of Assigning Party's duties, liabilities, and obligations under the Assigned Contract, and agrees to pay,perform, and discharge, as and when due, all of the obligations of Assigning Party 55575.18120\32881814. 1'I DocuSign Envelope ID:375C4BD1-DE28-486A-97C5-A997F1666BA1 under the Assigned Contract accruing on and after the Effective Date subject to its rights to re-assign the Assigned Contract to the Assigning Party. 3. Amendments to Assigned Contract. Remaining Party and Assuming Party hereby agree to amend the following provisions of the Assigned Contract as of the Effective Date as follows: 3.1 Covered Equipment. Section 1 of the Assigned Contract is hereby amended to redefine the definition of"Equipment" and replace Annex II of the Assigned Contract in its entirety with Exhibit B to this Agreement. 3.2 Maintenance Services. Section 3 a) of the Assigned Contract is hereby amended to redefine the Services to be performed by the Remaining Party by replacing Annex III of the Assigned Contract with Exhibit C to this Agreement. Section 3 of the Assigned Contract shall otherwise continue without change. 3.3 Charges for Additional Services. Section 3 f) of the Assigned Contract (Exclusions) and the list of Exclusions in Annex III of the Assigned Contract is replaced with the list of Exclusions contained in Exhibit C to this Agreement, which work, if necessary, shall be performed at the rates set forth in with Exhibit D to this Agreement. Annex VI of the Assigned Agreement is hereby replaced with Exhibit D to this Agreement. 3.4 Remuneration and Start of Amended Base Rate. (a) Section 5 a) of the Assigned Contract is hereby amended to increase the Base Rate (as otherwise amended during the Term of the Assigned Contract) to $26.15 per operating hour and the minimum payment per calendar quarter to not less than $41,840 in alignment with the changes to the definition of Services in subsection 3.2 of this Section 3.The new Base Rate to be paid by the Assuming Party will be applied commencing at 12:01 am on the Effective Date based on the number of operating hours recorded on the Equipment (estimated to be approximately 17,426 hours) and will be subject to annual adjustment as provided in Section 5 c) of the Assigned Agreement. (b) Section 5 b) of the Assigned Contract is hereby amended to provide that upon achieving the 60,000 OPH interval, Remaining Party will invoice Assigning Party (not the Assuming Party) for the applicable amounts due for satisfactory performance of the major overhaul, and Assigning Party shall be solely responsible for payment of such invoice in accordance with the terms of the Assigned Contract. 3.5 Insurance. Section 6 of the Assigned Contract is hereby amended to replace the Certificate of Insurance in Annex V with the Certificate of Insurance under Exhibit E to this Agreement. 3.6 Additional Terms—Notice Provision/Survival. Section 14 a) of the Assigned Contract is deleted in its entirety and replaced with the notice provision in subsection 7.3 of this Agreement. Section 16 of the Assigned Contract is deleted in its 2 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 entirety and replaced with the following sentence: "Provisions that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement." 3.7 . Termination of this Agreement without Fault. In the event that the Assigning Party terminates or fails to renew that certain Post-Construction Services Agreement by and between Assigning Party and Assuming Party dated as January 30, 2020 ("Post- Construction Services Agreement")prior to achievement of 83,000 OPH, Assuming Party may, upon thirty (30) days prior written notice to both Assigning Party and Remaining Party,terminate the Assigned Contract without liability except for obligations accrued under the Assigned Contract prior to the effective date of termination 3.8 Assigning Party's Obligations after Termination. In the event a termination of this Agreement pursuant to Section 3.7 hereof, Assigning Party hereby agrees to resume and fulfill all obligations to Remaining Party under the terms and conditions of Assigned Contract as amended by this Agreement. 4. Representations and Warranties. 4.1 Assigning Party's Representations and Warranties. Assigning Party represents and warrants as follows: (a) It is duly organized, validly existing, and in good standing under the laws of State of California. (b) It has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. (c) It has taken all necessary municipal action to authorize the execution of this Agreement by its representative whose signature is set forth at the end hereof. (d) When executed and delivered by it, this Agreement will constitute the legal, valid, and binding obligation of Assigning Party, enforceable against it in accordance with its terms and not subject to defenses. (e) It is the sole legal and beneficial owner of all the rights under the Assigned Contract on the Effective Date, free and clear of any lien, security interest, charge, or encumbrance. (0 The Assigned Contract has not been amended or modified as of the Effective Date except for annual adjustments under the terms of the Assigned Contract. (g) The Assigned Contract is in full force and effect on the Effective Date.No event or condition has occurred that is, or with notice or passage of time would be, an event of default or termination under the Assigned Contract. There are no material disputes pending or threatened related to any rights or obligations transferred by this Agreement. 3 DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666SA1 (h) It has performed all of its obligations under the Assigned Contract that are required to be performed on or before the Effective Date. 4.2 Assuming Partv's Representations and Warranties. Assuming Party represents and warrants as follows: (a) It is duly organized, validly existing, and in good standing under the laws of the state of Delaware. (b) It is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement, including the State of California. (c) It has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations hereunder. (d) It has taken all necessary corporate action to authorize the execution of this Agreement by its representative whose signature is set forth at the end hereof. (e) When executed and delivered by it,this Agreement will constitute the legal, valid, and binding obligation of Assuming Party, enforceable against it in accordance with its terms. 5. Indemnification. 5.1 Mutual Indemnification. Subject to the terms and conditions set forth in this Agreement, the Assigning Party and Assuming Party (each as an "Indemnifying Party") shall indemnify, hold harmless, and defend the other Party and its officers, directors, managers, members, shareholders,partners, employees, agents, affiliates, successors, and permitted assigns (collectively for each, an "Indemnified Party")against any and all losses, damages, liabilities, deficiencies, claims, actions,judgments, settlements, interest, awards,penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees,that are incurred by Indemnified Party/awarded against Indemnified Party in a final judgment(collectively, "Losses"), arising out of or resulting from any third-party claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other,whether at law, in equity, or otherwise ("Claim") alleging: (a) A breach or non-fulfillment of any representation,warranty, or covenant under/representation or warranty set forth in this Agreement by an Indemnifying Party; (b) any negligent or more culpable act or omission of Indemnifying Party or any of its representatives (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or 4 DocuSign Envelope a 375C4BD1-DE2B-486A-97C5-A997F1666BA1 (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party (including any reckless or willful misconduct) or (d) any failure by an Indemnifying Party to materially comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement. 5.2 Exceptions and Limitations on Indemnification. Despite anything to the contrary in this Agreement, Indemnifying Party is not obligated to indemnify or defend Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party's: (a) negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) failure to comply with any of its obligations set forth in this Agreement. 5.3 Sole Remedy. THIS SECTION 5 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATIONS OF THE INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY FOR THE INDEMNIFIED PARTY FOR ANY LOSSES. 6. Miscellaneous. 6.1 Further Assurances. On the other parry's reasonable request, each party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement. 6.2 Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of/the Parties contained herein will survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination; and (b) as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination. All other provisions of this Agreement will not survive the expiration or earlier termination of this Agreement. 6.3 Notices. Each party shall deliver all notices, requests, consents, claims, demands,waivers, and other communications under this Agreement(each, a "Notice") in writing and addressed to the other party at its address set forth below(or to such other address that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier(with all fees pre-paid) or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 5 DocuSign Envelope ID:375C4BD7-DE2B486A-97C5-A997F1666BA1 Notice to Assigning Party: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263-2743 Email: david.ready@palmspringsca.gov Attention: David Ready, City Manager Notice to Assuming Party: ENGIE Services U.S. Inc. 500 12a' Street, Suite 300 Oakland, CA 94607 Email: gary.reams@engie.com Attention: Gary Reams, Director of Energy Management Notice to Remaining Party: PENN POWER GROUP, LLC 8330 State Road Philadelphia, PA 19136 Email: pjacobs@nes-wes.com Attention: R. Peter Jacobs, Vice President 6.4 Interpretation. For purposes of this Agreement: (a)the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b)the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references in this Agreement: (x)to sections, schedules, and exhibits mean the sections of, and schedules and exhibits attached to,this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and(z)to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties drafted this Agreement without regard to any presumption.or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 6.5 Headings.The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 6.6 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On such determination that any term or other provision is invalid, illegal, or unenforceable,the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions 6 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F16666A1 contemplated hereby be consummated as originally contemplated to the greatest extent possible. 6.7 Entire Agreement.This Agreement, together with Exhibits A, B, C, D and E and any Schedules, is the sole and entire agreement of the parties to this Agreement regarding the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. 6.8 Amendment and Modification.No amendment to or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party to this Agreement. 6.9 Waiver. (a) . No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. (b) Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. (c) None of the following is a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (i) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (ii) any act, omission, or course of dealing between the Parties. 6.10 Cumulative Remedies.All rights and remedies provided in this Agreement are cumulative and not exclusive,and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Despite the previous sentence,the parties intend that Indemnified Party's rights under Section 9 are its exclusive remedies for the events specified therein. 6.11 No Third-Party Beneficiaries. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 6.12 Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America without giving effect to the conflict of law provisions thereof to the extent such principles or rules would require or 7 1.1 permit the application of the laws of any jurisdiction other than those of the State of California. 1.2 Counterparts.This Agreement may be executed in counterparts,each of which is deemed an original,but all of which together are deemed to be one and the same agreement.A signed copy of this Agreement delivered by facsimile,email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the Effective Date. CITY OF PALM SPRINGS r APPROVED AS TO FORM Name:l—�W\C� R• Title: C�I Han Q-/ Dn7E� ti - .7-Z717r1 l ENGIE SERVICES U.S.INC. APPROVED BY CFTY COUNCIL AK47 C(. ?kQ By Name• urtney Jenkins Title: Vice President and General Manager WESTERN ENERGY SYSTEMS, a division of PENN POWER GROUP,LLC By f2 Name: %i-/ TQ cogs Title: 1/i-c A ST: Clerk 8 DocuSign Envelope ID;375C4BD1-DE2B-466A-97C5-A997F1666BA1 4 Exhibit A to Assignment, Assumption and Amendment Agreement i AGREEMENT FOR MAINTENANCE Or EQUIPMENT I i BETWEEN i Western Energy Systems® a division of Penn Detroit Diesel Allison,LLC. AND City of Palm Springs FOR Municipal COGEN Plant U sAN YA SAMS 9 I Power Systems Specialists I i i i I 1 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F7666BA1 Table of Appendices ANNEX I CERTAIN DEFINITIONS ANNEX II LIST OF COVERED EQUIPMENT ANNEX III DESCRIPTION OF SILVER SERVICES AND MAINTENANCE SCHEDULE ' ANNEX 1V TECHNICAL INSTRUCTIONS - ANNEX V WES CERTIFICATE OF INSURANCE ANNEX VI WES SCHEDULE OF CHARGES FOR NON-AGREEMENT MAINTENANCE,REPAIR AND T=NG SERVICES i I 2 I DocuSign Envelope ID:375C4BDt-DE2B-486A-97C5-A997F1666BA1 MAINTENANCE AGREEMENT This Maintenance Agreement(the"Agreement") is made and entered into on July 6, 2015,by and between City of Palm Springs,with its principle place of business located at 3200 E.Tabquitz Canyon Way,Palm Springs,CA 92262(the"Customer")and Western Energy Systems' , a division of Penn Detroit Diesel Allison,LLC,with its principle place of business located at 8330 State Road,Philadelphia,PA 19136 (the"Contractor"). The Customer and/or the Contractor are sometimes separately referred to as"Party"and collectively as"Parties". BACKGROUND The Customer owns certain power generation Equipment installed at its Facility. The Customer and the Contractor are entering into this Agreement to set forth their respective agreements and understandings as to certain maintenance services to be provided by the Contractor to the Customer with respect to the Equipment. NOW,THEREFORE, in consideration of the mutual promises and agreements set forth in this Agreement, and intending to be legally bound hereby,the Customer and the Contractor agree as follows: 1) CERTAIN DEFINITIONS Capitalized terms used in this Agreement,and not otherwise defined, have the respective meanings set forth in Annex I. 2) TERM The Term of this Agreement shall commence on the Effective Date and shall end on the date on which the Equipment has 83,000 Operating Hours (OPH) ("the Term"). The customer represents and warrants to the Contractor that on the Effective Date the Equipment will not have more than 0 OPH. 3) CONTRACTOR'S SERVICES i During the Term of this Agreement, the Contractor shall perform the following Services and provide the following parts,tooling and consumables for the Equipment. a) Maintenance Services. The Contractor will perform the maintenance services (the "Services")to be provided,as specifically described in Annex III. Such Services shall be i coordinated with the Customer and to the extent applicable,scheduled in advance, j b) Parts,Tooling and Consumables. The Contractor will provide all parts, tooling and consumables necessary to perform and complete the described Services. The Contractor will maintain adequate inventories and supplies necessary or required to ensure that an adequate supply of expendable parts is readily available. Such parts shall either be new, unused and either manufactured by the original equipment manufacturer or otherwise of comparable quality,or remauufactured to a condition and level of quality comparable to new and unused parts. 3 j I DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 c) Provided the Customer purchases,pays for and installs the necessary monitoring equipment,the Equipment will be remotely monitored by the Contractor to observe operating parameters and performance and shall be connected to monitoring systems so as to notify the Contractor in the event of a malfunction of the monitored devices. Upon receiving any such malfunction notification, the Contractor shall contact the Customer to review the malfunction. If necessary,the Contractor will dispatch service personnel to the Facility in a timely manner. d) Non-Scheduled Response Time. The Contractor shall use its best efforts to respond to calls for assistance and non-scheduled repairs within four(4)hours of the Customer's initial request. Such Customer requests may be oral, electronic, or in writing and, if oral, must be followed up in electronic or written form. e) Oil. The Contractor shall perform engine and gearbox tube oil changes,with Customer provided Tube oil,provided that the lube oil changes take place at 2000 OPH intervals. Increased frequency of tube oil changes due to fuel gas quality or hrbe oil contamination resulting from Customer operations or cause shall be considered additional to this Agreement and shall be subject to additional labor charges as provided for herein. f) Exclusions. The Contractor shall not be required to perform any Services caused or necessitated by the following unless specifically authorized in writing by the Customer with charges for such maintenance and repair Services as provided in Annex VI. i i) Maintenance,parts, labor, freight, or services of any type not specifically included in Annex III. ii) Increased quantities of spark plugs, filters or other maintenance and repair parts required as a result of Customer or third party maintenance,fuel gas quality,outside mechanical or electrical forces. iii) Negligent acts or intentional misconduct by any Person or Persons other than the Contractor's personnel or subcontractors that impairs the operation of the Equipment. iv) Damage to the Equipment or,any components associated with the Equipment because of fire,theft,or other risks now or hereafter normally covered by an"all risks"policy of insurance, including extended coverage. v) The Customer's installation of additional equipment to the Equipment after the Effective Date and without prior written approval of the Contractor. A) Operation of the Equipment by the Customer not in compliance with the Equipment manufacturer's standard operating parameters or any project specific requirement. vii)Repairs,adjustment, or maintenance caused by fuel gas quality not meeting the manufacturer's requirements as specified in TI 1000-0300,fuel pressure fluctuations, disturbances, disruptions, Customer's ftrel supply or process. 4 i DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 j{ 1 i viii) Electrical fluctuations,disturbances,or disruptions,reasonably demonstrated by the Contractor to not have been caused by the Equipment. ix) Basic troubleshooting capable of being performed by the Customer, including visual inspection,tightening of clamps, bolts, screws to stop small coolant or lobe oil leaks, tightening of wires and wire terminations should there be loose wires, refilling of lube oil and coolant as required to maintain system, initial inspection of system warnings, restarting of equipment after warnings or shutdowns, exchange of minor components, and other similar minor type repairs not detrimental to safe operation of the Equipment. A$500.00 deductible shall be charged for each corrected repair call that should have been handled by Customerpersonnel. x) Emissions Testing xi) Additional costs incurred by Contractor for Services required for the Equipment, resulting from Customer shutdown of the Equipment for a period of time equal to or I greater than three (3)months. xii)Additional costs incurred by Contractor for Services required for the Equipment resulting from improper or inadequate maintenance and/or repair services performed by or on behalf of the Customer prior to the Effective Date. j xiii) Failures in installation or operation of non-Contractor provided or commissioned I components, interfaces,or equipment resulting in damages to Contractor provided equipment covered by this Agreement. xiv) Rigging and removal of Equipment for major repairs. These are defined as repairs involving removal and replacement of the engine,generator,and gearbox for major j repairs during scheduled or corrective repair incidents. xv)Assembly or disassembly of walls,building components,structures, roofs, equipment or any other constraints to gain access to Equipment for performance of planned maintenance, component replacement or corrective repairs. g) Contractor's Conduct. i) Contractor will perform its Services in a workmanlike,neat and orderly manner. The Contractor will use reasonable efforts in performing the Services so as to avoid errors. The Contractor shall take into account any and all applicable plans and/or specifications furnished by the Customer to the Contractor, H) In performing the Services, Contractor's employees will work at all times in a safe and workmanlike fashion conforming to the requirements of the Occupational Safety and Health Act of 1970(OSHA)and all other applicable federal,state, and local laws and regulations relating to safety and health in providing such services. Customer shall provide a work area conforming to said laws and regulations, 5 DowSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 I iii) Contractor's employees shall be subject to Contractor's customary background screening,drug,alcohol, and physical testing, iv) The Contractor shall observe tine Customer's project specific safety and security policies,provided that these policies have been communicated to the Contractor in writing. v) The Contractor will take all reasonable and customary safety precautions in connection with the work to be performed by,at,and around the Equipment.The Contractor will give all notices and will comply with all notices and applicable laths i (including OSHA, if applicable) in connection with the performance of its services, If ! either Party discovers a safety violation such Party will immediately notify the responsible Party of such violation in writing except that no Party is obligated to perform ally work on the Equipment unless and until the safety violation is corrected. 4) OBLIGATIONS OF THE CUSTOMER The Customer shall be responsible for the following; a) To keep a daily operation log for the Equipment reflecting operation, inspections and maintenance work, outside services and analytical reports. b) To operate the Equipment in such a way the engines/modules(if more than one) are working for nearly the same operating time in order to enable their j simultaneous maintenance. c) To operate the Equipment only within the limits of the Technical Instructions and the manufacturer's warranty provisions. j d) To not make or implement any changes or modifications of the operating parameters of the Equipment except in case of an emergency to prevent damage III to persons and/or property. The Customer shall notify the Contractor in a reasonable timeframe of any such changes or modifications. e) To provide all oil and grease necessary for the operation and maintenance of the Equipment. f'• f) To monitor Tube oil levels on a daily basis,add tube oil as required,and ensure the I Equipment is not operated without required levels of lube oil. Carry out individual lube oil samples using Contractor provided oil sample!tits. The results of the lube oil analyses must be forwarded to the Contractor promptly, All nnakeup oil, oil changes, and lobe oil samples must be recorded in the daily operation log. g) To carry out the disposal of used oil from the Equipment in a lawful fashion. 6 DocuSign Envelope ID:375C4BD1-DE2B-496A-97C5-A997F1666SA1 h) To perform routine daily,weekly,and monthly maintenance and inspections as I called for in the manufacturer's maintenance schedule(s).These tasks are defined as"independent of the number of operating hours", 1) To comply with all manufacturers' requirements for lubrication, lubrication change intervals, installation parameters for equipment installed, cooling water quality, anti-freeze and anti-corrosion compounds and fuel gas quality. j) To provide all necessary fuel for operations. The fuel provided by the Customer must meet all required fuel specifications for the Equipment. k) To provide the Contractor promptly with fuel gas analyses,which must be carried out by the Customer every three (3)months. The Contractor is not liable for I damages, repairs,or adjustments resulting from unacceptable fuel gas quality. j 1) To provide Contractor,free of charge, a secured room suitable for storage at site. 1 m) To permit the Contractor to carry out scheduled maintenance and repair work I during normal working time from 7:30 a.m.to 5:00 p.m. from Monday to Friday. i n) To notify the Contractor in writing of any additional non-contract maintenance, repair,or testing required and to permit the Contractor access 24 hours/day,7 days/week in order for the Contractor to provide these non-contract maintenance, l repair,and testing services. o) To provide all coolant for the Equipment. Coolant must meet manufacturer's specifications. p) To inspect and maintain coolant at required levels. q) To provide all necessary permits and approvals for operation of the Equipment, including but not limited to EPA identification numbers for disposal of used oil and hazardous waste if required. r) To provide all necessary utilities for operations of the Equipment including,but j not limited,to: I I (i) Service electricity (ii) Provide water of appropriate qualities for the different services at the site (iii)Lighting. s) To provide and maintain all necessary piping,wiring and equipment up to the applicable terminal points of the Equipment. t) To provide business and commercial interfaces with the electric utility and fuel supplier(s). u) To identify and provide contact data for emergencies 24-hours/day,7-days/week. I 7 (� I i I DocuSign Envelope ID:375C4BD1-DE28-486A-97C5-A997Fl6668A1 v) To provide telephone modem or Internet coruiections and communications set-vices for use by Contractor if remote monitoring is required or provided. w) 24-hour, 7-day/week access to the system. 5) REMUNERATION a) During the Term,the Customer shall pay to the Contractor for the Services, excluding the major overhaul at 60,000 OPH,remuneration based on the actual operating hours of each engine/module included in the Equipment at the rate of$19.58 per operating hours(the`Base Rate"); provided that the remuneration shall not be less than$32,580 per calendar quarter. b) Additionally,upon achieving the 60,000 OPH interval and provided the Customer has issued the Contractor a Purchase Order, Contractor will invoice Customer the Base Rate amount of$458,200.00, plus applicable annual escalator amounts for the performance of the major overhaul. Upon satisfactory completion of the Services for which the Total invoice is based, Customer will make payment to Contractor,thirty (30)days after the receipt of a proper invoice. c) The Base Rates are based on the Contractor's 2015 price list. The Base Rates for each calendar year, during the Term of this Agreement, shall be adjusted annually for the average annual percentage change in costs through December 31" of the prior year. Base Rates price adjustments shall be effective January 1 of each year, during the 1 Term of the Agreement, and shall be, based on U.S. Bureau of Labor Statistics (`B.L.S.") Import Price Indexes and the appropriate C.P.I. as noted below. I Price adjustments shall be calculated by the end of January, for the prior year, using the defined B.L.S. indices.All price adjustments shall be effective January 1. In the event the specified indices are discontinued by the B.L.S.,the Parties shall negotiate and agree upon reasonably equivalent indices for annual price adjustments. The adjusted prices shall be determined as follows: Po=Base rates at close of current calendar year, l P=New prices following adjustment effective January 1 of each year calculated as follows: 55%M=Material,U.S.B.L.S., U.S. Import Price Indexes, Germany-Manufactured Articles where; Mt =new January 1 period and Mo=previous January 1 period. 45%L=Labor,U.S.B.L.S. C.P.I., Western Urban-All Urban Consumers(Series ID CUUROI00SA0)where;Li =new January 1 period and Lo=previous January I period. 8 i DocuSign Envelope ID:375C4BDt-DE2B-486A-97C5-A997F1666BA1 I I All adjustments shall be made on a blended calculation, using the stated percentages and references as follows;P=Po x (45%Lr/Lo+55%Mi/Mo). Annual adjustments shall not exceed 5 %annually during the initial three(3)years of the Term of this Agreement,not including changes in cost of lubricating oil if included herein. d) The Customer shall also pay (or reimburse the Contractor for)any and all Taxes under any existing or future Laws imposed on the Contractor or as to which the Contractor shall have any obligation to collect with respect to or relating to this Agreement,the Services of the performance by the Contractor or any of the obligations hereunder except only United States Taxes and State Taxes on or measured by the net income of the Contractor. e) Billing shall be made monthly and payment will be due thirty(30)days after the date f of the invoice subject to Contractor's credit approval. Without limiting the rights and remedies available to the Contractor under this Agreement and applicable Law, all payments not received by the Contractor within such thirty(30) day period shall, to the extent permitted by applicable Law, bear a late charge of 1.8%per month on the unpaid amount until paid in full. All payments shall be check or wire transfer as i decided by Customer. Credit card payments are specifically excluded f) If during the Term of this Agreement,any new legislation,taxes,or regulations are established relating to oil,used oil,or other waste removal requirements or fees the Contractor shall be entitled to pass such charges on to Customer if such services form a part of this Agreement. 6) INSURANCE a) The Contractor shall provide and maintain insurance coverage as provided for in tine Certificate of Insurance enclosed with Annex V herein. 7) TECHNICAL INSTRUCTIONS a) The manufacturer(s) of the Equipment may from time to time revise the Maintenance Schedule and/or Technical Instructions applicable to the Equipment. The Contractor shall provide to the Customer copies of the latest editions of Maintenance Schedules and/or Technical Instructions furnished to the Contractor by such manufacturer. i b) The Parties shall make good faith efforts to agree upon whether any such revised Maintenance Schedule or Technical Instructions shall apply under this Agreement. The Contractor shall be entitled to an equitable adjustment to remuneration to be paid by the Customer under this Agreement in the event that any changes increase the cost or expense to the Contractor of providing the Services. 8) ASSIGNMENT 9 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Neither Party shall have any right or power to assign this Agreement in whole or in part nor to delegate any of its obligations under this Agreement except in connection with the merger of a Party or the sale of substantially all of a Party's assets and business or except with the prior written consent of the other Party,which consent shall not be unreasonably withheld. Any attempted assignment without the required consent of the other Party shall be null and void. Nothing contained herein shall restrict the Contractor from subcontracting portions of its work, provided that the Contractor shall remain responsible to the Customer for the performance by the subcontractor. 9) RESTRICTIONS The following restrictions shall apply throughout the Term and for a three (3)year period following the end or termination of the Term. a) Neither Party will solicit or employ any of the employees of the other Party so long as they are employed by such Party, and for a period of six(6)months following the termination of their employment,without obtaining the prior written consent of the respective Party. 10)TERMINATION J .a) This Agreement may be terminated prior to the end of the Term only as follows: i) By the Customer and the Contractor by a written instrument executed by each of them; ii) By the Contractor upon not less than thirty (30)days advance notice to the Customer (which notice shall state in reasonable detail the circumstances giving rise to the exercise by the Contractor of its right of termination)in the event of a material breach by the Customer of this Agreement which is not cured prior to the end of such period; provided that the Contractor shall be required to only give ten (10)days advance notice in the case of any failure of the Customer to make any payment to the Contractor as required under this Agreement; iii) By the Customer upon not less than thirty 30) days advance notice to the Contractor (which notice shall state in reasonable detail the circumstances giving rise to the i exercise by the Customer of its right of termination) in the event of a material breach by the Contractor of this Agreement which is not cared prior to the end of such period;provided that the period shall be extended beyond the thirty(30) days if the claimed breach is not reasonably capable of being cured within such thirty(30)day period as long as the Contractor shall continue to use good faith and reasonable efforts to cure the claimed breach; iv) By a Party without notice or further action of any kind in the event of a Bankruptcy Event with respect to the other Party; v) By a Party by notice to the other Party in the event any Law, or any order,judgment or decree of any Governmental Entity of competent jurisdiction, shall be enacted, 10 DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1866BA1 I�f f issued or enforced,or made applicable hereto,which makes any material part of this i Agreement or the arrangements contemplated herein unlawful; or vi) Termination or expiration of this Agreement in accordance with its terms shall not affect or.impair(a) any rights,obligations or liabilities existing or arising under this Agreement prior to such termination or expiration, (b) any rights, obligations or liabilities under this Agreement that are expressly to survive the termination or expiration of this Agreement,or(c)any rights,obligations or liabilities accruing or arising under any other agreement between any one or more of the Parties or their Affiliates. b) Notwithstanding anything to the contrary contained in this Agreement,the Contractor shall have the right to suspend performance of any of its obligations under this Agreement in the event and during any period that the Customer has not paid the Contractor any amount due under.this Agreement. 11)DISCLAIMER AND LIMITATION OF LIABILITY I a) The Customer agrees that the Contractor will not be liable to the Customer,and the Customer will not make any claim against the Contractor or any of its Affiliates, employees,or agents, except only for Contractors gross negligence in rendering the Services or its willful and continuous failure to render the Services. b) THE CUSTOMER ACKNOWLEDGES AND AGREES THAT EXCEPT AS PROVIDED IN THE AGREEMENT,THE CONTRACTOR MAKES NO REPRESENTATIONS,WARRANTIES, GUARANTEEES OR CONDITIONS, EXPRESS,IMPLIED OR STATUTORY, WITH RESPECT TO THE PERFORMANCE,,VALUE,UTILITY,SAFETY,COMPLIANCE WITH LAWS, OR OTHERWISE WITH RESPECT TO THE EQUIPMENT OR THE PARTS, TOOLING AND CONSUMABLES TO BE PROVIDED,OR THE SERVICES TO BE PERFORMED HEREUNDER,THE RESULTS OBTAINED THEREBY,NOR IS IT MAKING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,ALL OF WHICH ARE HE, EXPRESSLY DISCLAIMED. THE MANUFACTURERS WARRANTY,IF ANY WITH RESPECT TO THE EQUIPMENT,PARTS,TOOLING AND CONSUMABLES SHALL BE THE ONLY WARRANTY APPLICABLE THE, c) Without limiting the generality of the foregoing,neither Party shall be liable for special, incidental,consequential,punitive or exemplary damages or for loss of profits, loss of time, inconvenience, loss of use of the Equipment or similar damages. d) Except as provided in Section 12 of this Agreement, notwithstanding anything else to the contrary contained herein or otherwise, in no event shall the Contractor be liable to the Customer for any amount in excess of the Base value of this Agreement.. l] DocuSign Envelope ID:375C4BDt•DE2B-486A-97C5-A997F1666BA1 i 12)INDEMNIFICATION a) To the fidlest extent permitted by law,the Contractor shall defend, indemnify and hold harmless Customer and its Affiliates, and their officers agents,directors or employees (collectively referred to as the "Indemnities"), and each of them,against and from any and all allegations, losses,claims, liabilities,damages, fines and penalties or costs of whatsoever nature(including reasonable attorneys'fees), attributable to bodily injury, sickness, disease or death, including, without limitation any claims resulting from any injury or death of any employee or Contractor or its subcontractors, or to injury to or destruction of tangible property arising out of or resulting solely from negligent acts or omission's of Contractor or its subcontractors;or solely arising out of, resulting from or relating to: (A)the presence,discharge or release of petroleum, oil,or hazardous or toxic wastes, substances or materials, as those terms are defined in applicable federal, state and k local environmental statutes,regulations and guidance documents arising out of, resulting ' from or relating to the Equipment sold,or Services provided, under this Agreement and attributable to any negligent or improper act or omission of Contractor or its j subcontractors, or: (B)any negligent or improper act or failure to act by Contractor or its i subcontractors pursuant to the terms and conditions of this Agreement.In the event that any claim is made or any action or proceeding is brought against the Indemnitees,or any of them, such Indemnity may, by notice to Contractor, require Contractor, at Contractor's 1 expense,to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of I such Indemnity,which approval shall be deemed to have been given hereby in the case of i counsel acting for the insurance underwriters of Contractor engaged in such resistance or defense. b) To the fidlest extent permitted by law, the Customer shall defend, indemnify and hold harmless, Contractor and any parent, subsidiary,successor, assign, contractor,sub- contractor or affiliated entity of Contractor(however organized), and their officers, directors,employees, agents,representatives and equity holders from and against any and all allegations, losses,claims,liabilities,damages, fines and penalties or costs of whatsoever nature(including reasonable attorneys'fees),and whether by reason of death or injury to any person,or loss of or damage to any tangible property or otherwise resulting solely from the negligent acts or omissions of Customer; or solely arising out of,resulting from or relating to: (A)the presence,discharge or release of petroleum, oil, or hazardous or toxic wastes,substances or materials, as those terms are defined in applicable federal,state and local environmental statutes, regulations and guidance documents arising out of,resulting from or relating to the Equipment sold,or Services provided, under this Agreement and not attributable to any negligent or improper act or omission of Contractor or its subcontractors,or: (B) any negligent or improper act or failure to act by Customer pursuant to the terms and conditions of this Agreement.In the event that any claim is made or any action or proceeding is brought against the Contractor for which it intends to seek indemnification hereunder,Contractor shall promptly notify Customer, and Customer may by notice to Contractor, at Customer's expense,resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior reasonable approval of Contractor,which approval shall be deemed to have been given hereby in the 12 If I DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 case of counsel acting for the insurance underwriters of Customer engaged in such resistance or defense. 13)FORCE MAJEURE EVENTS Each Party shall be excused from its obligations under this Agreement and shall have no liability for any resulting damage in the event and to the extent that its performance (other than a payment obligation) is delayed or prevented by any circumstance reasonably beyond its control, including,without limitation,any fire, flood, epidemic,shortage of transportation, shortage of raw materials or delay in the delivery thereof, explosion,act of any Governmental Entity,any existing or future Laws, any legal interferences or restrictions, act of God or of the public enemy, strike,walkout,other labor dispute, riot or other civil disturbance, or act of terrorism(any such circumstance being referred to herein as a"Force Majure Event"). 14)ADDITIONAL TERMS a) All notices,requests,waivers,consents and other communications under the Agreement directed to either Party shall be in writing and shall be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid or certified,return receipt requested)to such Party at the following addresses of facsimile numbers or to such other address or facsimile number as either Party shall have last designated by notice to the other: If to the Customer: David Ready, City Manager Address: 3200 E. Talrquitz Canyon Way Palm Springs, CA 92263-2743 Fax Number: 760-323-8207 If to the Contractor: Richard Whittemore,Vice President i i Address: 8330 State Road Philadelphia PA 19136 Fax Number: 215-332-3445 All such communications shall, if delivered personally as provided in this Section 14 or by mail in the manner and to the address provided in this Section 14 be deemed given upon receipt. b) The Annexes are incorporated herein by reference. This Agreement and the Annexes constitute the final, complete and entire agreement between the parties hereto pertaining to the subject inatter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions,whether oral or written,or the Parties,and there are no warranties,representation or other agreements between or among the Parties 13 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 in connection with the subject matter hereof except as specifically set forth herein. c) This Agreement may be amended only by an instrument in writing duly executed acid delivered by or on behalf of each Party hereto. This Agreement shall be construed and enforced in-accordance with and governed by the internal laws of Pennsylvania applicable to contracts made and to be performed entirely within such State,without regard to conflicts of law principles: . 1 d) Any waiver of any breach of or failure to comply with any provisions of this Agreement shall be in writing and approved an executed by the Party which is not in breach of or I non-compliance with this Agreement. Any such waiver shall not be interpreted as or constitute a continuing waiver of the relevant provision or a waiver of any other breach of,or failure to comply with, any other provision of this Agreement. e) This Agreement may be executed in any number of counterparts,each of which shall be an original and all of which shall constitute one and the same instrument. I f) hn the event that any provision of this Agreement is declared to be void or unenforceable, I the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect to the extent feasible in the absence of the void and unenforceable I provision. The Parties furthermore agree to execute and deliver such amendatory contractual provisions to accomplish lawfully as nearly as possible the goals and purposes of the provision so held to be void or unenforceable. 15)Except as contemplated in Sections 11 and 12 this Agreement is intended to be for the sole benefit of the Parties,and it is not the intention of the Parties to confer third party beneficiary rights or remedies upon any other Person. 16)The provisions of sections 5, 10, 11, 12 and 14 shall survive termination or expiration of this Agreement. 17)The relationship between the Contractor and the Customer under this Agreement is that of independent contractors and not of employer-employee or principal-agent. The Contractor is not the legal representative of the Customer under this Agreement, nor is the Customer the legal representative of the Contractor under this Agreement. Neither the Contractor nor the Customer has the right or authority to assume or undertake any obligation or make any representation on behalf of the other. i 14 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 18)IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed and delivered as to the date and year first above written. APPROVED BY CfTY COUNCIL THE CUSTOMER �� as �bb5a By: / l �5 I Its: 7 u1� �eAj5, LIN IA"t . ATTEST: THE CONTRACT R _._.... ._ By. . .City Clerk i.- Its: &Ee PICS'1�%�t4y- APPROVED BY CCIY COUNCIL i I II 1 APPR V AS TO FO ATTORNEY 15 f DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 - ANNEX Certain Definitions j A. The following terms used in the Agreement have the following respective meanings unless the context clearly requires otherwise. "Affiliate"means, in the case of a particular Person,any other Person that directly or indirectly through one or more intermediaries,controls or is controlled by,or is under common control with,such Person. For purposes of this definition,"control" of a Person and words of correlative meaning means the power,direct or indirect, to direct or cause the direction of the management and policies of such Person,whether by contract or otherwise. "Bankruptcy Event'means,with respect to a Person,(a)the adjudication of such Person as bankrupt or insolvent or the filing by such Person of a petition or application to any tribunal for tile appointment of a trustee or receiver of such Person or any substantial part of the assets of such Person,or(b)the commencement of any voluntary or involuntary bankruptcy proceedings,reorganization proceedings or similar proceeding with respect to i Stich Person or the entry of an order appointment a trustee or receiver or approving a petition in any such proceeding or(c) the making by such Person of an assignment for the benefit of creditors of all or substantially all of its assets or the admission by such Person in writing of inability to pay its debts as they become due. "Base Rate"has the meaning set forth in Section 5. "Equipment'means the list of covered equipment as detailed in Amrex II. i i "Effective Date"means the date the Agreement has been signed by both Parties. "Facility"means the premises at which the Equipment is installed. "Force Majure Event"has the meaning set forth in Section 13, "Governmental Entity"means any United States, state, local or foreign Court or government,governmental authority,governmental commission,governmental agency or political subdivision whatsoever. "Hazardous Materials"means toxic substances, hazardous substances, or hazardous wastes as such terms are defined in any law, statute, ordinance,or regulations promulgated by any national, federal, state or local government authority. "Laws"means and includes any and all laws, statues,treaties, rules,regulations, ordinance, principles of common law, and other pronouncements having the effect of law in the United States of American or any state,county,city or other political subdivision .or of any governmental or regulatory authority or any foreign jurisdiction or multinational organization. 16 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 "Maintenance Schedule"means the Maintenance Schedule attached as Annex III as the same may be amended from time to time as provided herein. "Person"means any individual, corporation,partnership, Limited Liability Company, trust, business organization, Governmental Entity or other entity whatsoever. "Services"shall mean only those Services described in Annex III. "Taxes"means all United States state local,foreign, and other gross income, gross receipts, profits, goods and services, social security, sales,use ad valorem,single business, transfer,franchise,profits, license, lease,service,service use,withholding, payroll,employment,excise, business license,occupation,real property gains,severance, stamp, occupation,premium,property,windfall profits, customs, duties, or other taxes, fees, assessments, environmental,alternative minimum,windfall and capital taxes,and all other obligations of the same or a similar nature to any of the foregoing,together with any interest and nay penalties,additions to tax,or additional amounts with respect thereto. "Term"has the meaning set forth in Section 2. "Technical Instructions"means the Technical Instructions attached hereto as Annex IV. These may be amended from time to time as provided herein. B. Unless the context of this Agreement requires otherwise, (i)words of any gender include each other gender;(ii)words using the singular or plural number also include the plural or singular number,respectively, (iii)the terms"herein',"hereby"and derivative or similar words refer to this entire Agreement;(iv)the term "Section'or"Annex"refers to the specified Section or Annex of this Agreement, This Agreement is being entered into by and among competent and sophisticated parties who are experienced in business matters. Therefore, any ambiguous language in this Agreement will not necessarily be construed against any particular party as the drafter of the language. 17 DacuSign Envelope ID:375C48D1-DE2B-486A-97C5-A997F1666BA1 ANNEX Il List of Covered Equipment 1. One(1) GE Jenbacher JMS 416 engine-generator set 2. One(1) GE Jenbaclier Di.ANE XT control panel 3. One (1)MIRATECII SCR/Oxidation Catalyst System f 18 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 ANNEX III Description of Maintenance Services and Maintenance Schedule Western Energy Systems®will provide Silver Services as specifically described in Annex III enclosures. i r 1 fI i I 19 i DacuSign Envelope ID:375C4BD7-DE2B-486A-97C5-A997F1666BA1 I i \`J M mV VY .,W Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation o Landfill o Biogas SILVER Program for City of Palm Springs—1 x JMS 416 SILVER programs provide scheduled, defined GEJ maintenance, services, and component replacement by WES factory trained and qualified technicians. Inspections and service are subject to OPH and not driven by kWh or load factor. Customer personnel perform routine daily, weekly, monthly inspections and services highlighted in yellow on the GEJ Maintenance Schedule. Customer uersonnel perform the following: • Routine daily, weekly, monthly inspections and services as called for in GEJ "Maintenance Schedules"for the specific project.Typical inspections and services include: o Daily visual.inspection for coolant, exhaust, and fuel gas leaks; inspection of vibration dampers; inspect fuel gas piping and drain condensate; inspect heat exchangers and coolant piping, drain condensate as required;check acid maintain strainers and filters. o Daily entries and updating of Operating Logbook documents. o Daily checks of manometer readings at air intake filter housing. o Cleaning of air intake housing and replacement of air filter(s) as required between scheduled maintenance intervals by Customer. o Daily checks of engine oil pressure and replacement of oil filter if required between scheduled maintenance intervals by Customer. o Weekly ignition voltage inspections and recording of measurements, inspection and re-gapping of spark plug electrodes as required to accomplish GEJ projected intervals. (WES allows for and provides spark plugs based on GEJ projected useful life for natural gas and clean biogns applications. Estimated useful life of spark plugs on natural gas or clean Biogas varies by'rype engine however is subject to fuel gas quality, I engine operation,and spark plug maintenance.Additional quantities of spark plugs beyond GEJ projected useful life will result in 11I additional charges) o Monitor and draw lobe oil and coolant samples on a scheduled basis, o Monitor and draw fuel gas samples for testing by WES or fuel system testing as may be required to determine compliance with GEJ requirements per TI 1000-0300. o Monitor and add coolant,coolant inhibitor,and lithe oil as required. o Customer personnel will provide and add make up tube oil, provide lobe oil for oil changes by WES during planned maintenance intervals, and will dispose of used oil at GEJ defined maintenance intervals however subject to tube oil analysis and lube oil condition. o Inspect,clean,and maintain engine starting batteries,cables,and terminals. o Inspect coolant levels,pressures,and draw coolant samples annually. o Grease generator bearings per generator manufacturer's requirements I A Division of Penn Power Group Alaska Office: 700 W 59"Avenue,Sulte G,Anchorage,AK 99518(T)907.569.1090(F)907.669.1091 Bay Area Off co.23785 Cabot Blvd.Suite 304,Hayward,CA 94545(T)510.265.0581 (F)610.266.0581 vf' r71 Orange County Office:499 Nlbus Street,Unll B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office:8330 State Road,Philadelphla,PA 19136-2986(1)215.335.5010(F)215.335.2163 www.weesys.com DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BAt WES factory trained and qualified technicians provide the following services: • Perform planned maintenance, inspections, component replacement, minor, and major overhauls at GEJ recommended 2000 OPH service intervals for each Jenbacher engine-generator set. • Review Owner daily entries and updating of Operating Logbook documents • Provide lube of]sample kits for use by Owner to draw oil samples per GP,J recommendations. • Review Tube oil samples for Owner and provide comment as required. • Conduct coolant testing on an annual basis and provide reports to Owner. • Inspect DLANE controls, program settings; download operating systems for trend analysis and review of system performance. WES factory trained and qualified technicians will perform the following inspections and services at GEJ recommended 2000 OPH intervals. Inspections and services vary depending upon total OPH on the units. Inspections and services are subject to OPH and not driven by ICWIr or load factor. • 2000-4000-6000-8000-12,000-14,000-16,000-18,000-22,000-24,000-26,000-28,000-32,000-34,000-36,000- 38,000-42,000-44,000-46,000-48,000-52,000-54,000-56,000-58,000-62,000-64,000- 66,000- 68,000- 72,000-74,000-76,000-78,000&82,000 OPH intervals: o Review Owner daily entries and updating of Operating Logbook documents o Inspect DLANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances ■ Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) o Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain,and make adjustments to ignition systems inclusive of., ■ Inspect and tighten connections and terminals at ignition box. i ■ Inspect ignition harness. ■ Inspect ignition pickups for debris,clean as required,inspect mounting distance. Inspect ignition coils and record ignition voltages. Inspect ignition plug sockets and springs. Inspection,re-gapping,and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect,clean,adjust,and lubricate regulator rod linkage as required. o Inspect,clean,and adjust throttle valve, o Inspect,clean,lubricate,and adjust throttle valve:actuator control rod assemblies. o Inspect plate and frame heat exchangers, measure and record differential pressures, disassemble, clean, and reassemble heat exchangers as required. o Inspect gas train filter and clean filter housing. i o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of: ■ Inspect and lubricate generator bearings per manufacturer's requirements. ■ Inspect and clean generator compartment,cooling air intake and outlets, t ■ Inspect auxiliary wiring for chafing and terminations. ■ Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. DocuSign Envelope ID:375C4BD1-DE2B-486A-g7C5-A997F1666BA1 WFS factory trained and qualified technicians will perform the following inspections and services at 10,000- 50,000&70,000 OPH intervals. This will include the following: o Review Owner daily entries and updating of Operating Logbook documents o Inspect DLANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) o Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock ants o Inspect valve cover gaskets and replace.as required. o Inspect,maintain,and make adjustments to ignition systems inclusive of • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required,inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection,re-gapping,and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect,clean,adjust,and lubricate regulator rod linkage as required. o Inspect,clean,and adjust throttle valve.Inspect and install new bearings as required. o Inspect,clean, lubricate,and adjust throttle valve:actuator control rod assemblies. o Inspect plate and frame heat exchangers,measure and record differential pressures. o Inspect gas train filter,clean filter housing,and install new gas train filter element. o Inspection of the electrical generator assembly, interior comportments, assembly, generator bearings, and generator coupling inclusive of. • Inspect and lubricate generator bearings per manufacturer's requirements. • Inspect and clean generator compartment,cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. o Inspect turbocharger,intake compressor housing and wheel assembly,exhaust housing and wheel assembly,check and record end play to determine turbocharger condition. o Inspect engine cooling pump and check for wear and leaks. o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly. o Inspect exhaust manifold assembly,inclusive of insulation,flexible compensators,and mounting hardware. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 i WES factory trained and qualified technicians will perform the following inspections and services at 20,000- 40,000&80,000 OPH intervals. This will include the following: o Review Owner daily entries.and updating of Operating Logbook documents o Inspect DLANE controls,program settings; download operating systems for trend analysis and review of system performance. o Inspect,adjust and record data for: Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments Intake and exhaust valve stern projection(recession) o Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock nuts o Inspect valve cover gaskets and replace as required. o , Inspect,maintain,and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required, inspect mounting distance. ■. Inspect ignition coils and record ignition voltages. Inspect ignition plug sockets and springs. j ■ Inspection,re-gapping, and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect,clean,adjust,and lubricate regulator rod linkage as required. o Inspect,clean,and adjust throttle valve.Inspect and install new bearings as required, o Inspect,clean, lubricate,and adjust throttle valve:actuator control rod assemblies. +i o Inspect plate and frame heat exchangers,measure and record differential pressures. o Inspect gas train filter,clean filter housing,and install new gas train filter element. I o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of. ■ Install new generator coupling. • Install new generator bearings per manufacturer's recommendations. ■ Inspect and clean generator compartment,cooling air intake and outlets. i ■ Inspect auxiliary wiring for chafing and terminations. Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's i recommendations. f o Remove and recondition turbocharger assembly. o Install exchange engine cooling pump. o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly, o Inspect exhaust manifold assembly, inclusive of insulation,flexible compensators,and mounting hardware. t I DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 I i WES factory trained and qualified technicians will perform a minor overhaul at GEJ recommended 30,000 OPH interval,inclusive of the following inspections,services,and scheduled component replacements. o Review Owner daily entries and updating of Operating Logbook documents o Inspect MANE controls, program settings; download operating systems for trend analysis and review of . system performance. o Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances ■ Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) o Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain,and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required,inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Install new spark plug sockets and springs. ■ Inspection;re-gapping,and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect,clean,adjust,and lubricate regulator rod linkage as required. o Inspect,clean,and adjust throttle valve.Inspect and install new bearings as required. o Inspect,clean,lubricate,and adjust throttle valve:actuator control rod assemblies. o Inspect plate and frame heat exchangers,measure and record differential pressures. o Inspect gas train filter,clean filter housing,and install new gas train filter element. o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of. ■ Inspect and lubricate generator bearings per manufacturer's requirements. • Inspect and clean generator compartment,cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. j o Inspect turbocharger,intake compressor housing and wheel assembly,exhaust housing and wheel II assembly,check and record end play to determine turbocharger condition. o Inspect engine cooling pump and check for wear and leaks o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly. o Inspect gas mixture bypass valve, o Remove and install a new torsional vibration damper. o Inspect GEJ Diane XT control cabinets and install new filters on fan-ventilator plates. o Remove cylinder beads and install GEJ exchange cylinder heads.Cores will be inspected for reusability and returned for core credit.Partial or fall core charges apply if cylinder heads are found to be not in acceptable condition. o Inspect rocker arm mechanisms and valve train regulation,inspect and record valve recession. o Remove cylinder kits and install new components inclusive of: • Pistons,piston rings,and piston cooling devices • Cylinder liners and scraper rings New connecting rod bearings. • New connecting rods. o Inspect camshafts and cam follower assemblies.Install new valve tappet adjusting screws and nuts. Additional charges apply if camshafts and cam follower assemblies require replacement. o Remove and inspect main bearings. Additional charges apply if bearing(s)need to be replaced. I DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 1 I GEJ 60,000 operating hour intervals provide for major overhauls on natural gas and non-natural gas applications. WES performs major overhauls utilizing GE Jenbacher re-manufactured,exchange long engine block assemblies in order to minimize downtime. Depending upon the Type engine,GEJ Exchange engine blocks include the following services and components: • Cylinder block assembly has been inspected, crankshaft gallery bored and machined as required, cylinder packing bores inspected, machined,and re-sealed as required. _t • New,updated pistons, piston rings,cylinder liners • New connecting rods(updated to latest style) �� t • New,updated main,rod,and thrust bearings k • New,updated camshafts • New,updated camshaft bearings • Reconditioned crankshaft Typical Type 3 Long Bloch I • New front and rear crankshaft seals incorporating latest technology • New vibration dampers ' • Reconditioned front and rear gear trains with GEJ exchange gear wheel assemblies, new gear train bushings and bearings • Reconditioned engine tube oil pump • Updated tube oil filter assemblies • GEJ exchange water pump • GEJ exchange cylinder heads with new, updated valve seats, new intake and exhaust valves, new valve springs,rotators,and keeper assemblies. I • Reconditioned rocker arm assemblies with new tappets and adjusting screws. • Complete new, updated ignition system with ignition rail, external . ignition coils,wires,spark plug sockets,and ignition box. Sf ter.. c s"� a., �x s��'-•-� «,� z �: � ��Sv� -x� , �-.asr` t •��" m`r,� gs �� t-^vim } d- Upgraded Ignition Boxes w ` IC 500-IC 920-IC 922 Replacements vary depending Typical Updated Ignition Rail on original ignition box, i DocuSign Envelope IDS 375C4BD1-DE2B486A-97C5-A997Fi666BA1 • New spark plugs • GEJ exchange electric motor starter . - • Reconditioned exhaust manifolds with new 1 � n J compensator segments, gaskets seals and upgraded exhaust manifold insulation. (Long block only, inspected on short block) • Reconditioned intercooler y • Updated Exhaust Manifolds • New thermocouples • Updated Flexible Compensators • Updated Manifold Insulation z • New turbocharger with external insulation E I s=s • Upgraded exchange turbocharger bypass GEJ factory cleaned and pressure tested i • GEJ exchange intercooler console with new throttle valve intercoolers;upgrade turbo bypass valves i • Reconditioned throttle actuator assembly s •__..x�a 2. • Reconditioned gas mixer assembly Updated Exchange Type 3 Gas Mixer - Long blocks provided with updated gas version j with internal actuating mechanism and sensor. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 WRS Major Overhaul Field Services • Removal of old engine and generator. • Provide and reinstall GEJ exchange block assembly. • Inspection of gas train and gas train safety devices, Install new gas regulator diaphragms, • Removal of electric generator assembly for reconditioning: o- The generator is reconditioned by a factory qualified electric supplier and will include the following: ■ Disassembly,cleaning, inspection of stator,rotor,and windings ■ Inspection of RTD's(if so equipped) ! ■ Vacuum and pressure test,clean,degrease,and epoxy impregnation of windings • New generator bearings Reassembly of generator assembly and bench power testing. • Inspection and testing of voltage regulator and power factor cards o Delivery and reinstallation of electric generator assembly to frame rails • Provide and install new generator-engine coupling. • Inspect plate and frame heat exchangers for repairs or resealing. • Supply and installation of new coupling assembly and rim. • Supply and installation of new sylomer strips, new rubber mounts between engine,'generator, and engine-generator fiaure assembly. • New air intake filter • Cold and hot alignments of engine and generator assembly • Inspection of CANBUS and Ethernet cables FROM DLANE panel to M 1 panel. • Engine-generator set vibration testing and documentation • Engine-generator set startup,performance testing,and startup documentation • Updated parts and service manuals and CD's.(Long Block only) NOTE: All items involving inspection, for all operating hour intervals, may result in additional charges for pails and services required for reconditioning, replacement, or upgrading. These are provided as additional charge only because some or all of these items may have been addressed prior to scheduled service intervals,inspections,minor or major overhauls. I I DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Minimum Requirements for SILVER Programs I. All WES LTSA offers are based strictly on WES Proposal Format,Programs,Form of Agreement,Terns and Conditions. 2. Equipment must be installed with reasonable access and must be available for planned maintenance and component replacement at WES request. 3. Equipment must be installed to GEJ Technical Instructions and installation requirements. 4. Fuel gas must comply with GEJ requirements per TI 1000-0300. 5. Coolant and lube oil must comply with GEJ requirements. Labe oil and coolant samples must be provided i in accordance with manufacturer's requirements and forwarded to WES on a timely basis for review. Lube oil and coolant analysis reports must be part of Operating Logs and available for WES review. 6. Owner completed Operating Logs must provide daily operating details, maintenance tasks performed, and for Corrective Repair coverage,each maintenance task is to be documented in WES provided Maintenance Protocols,signed by the engineer and operator,and available to WES upon request. i I 7. Spark plug ignition voltages of individual spark plugs have to be recorded by means of a WES provided I Maintenance Protocol for ignition voltages and available to WES upon request. 8. Owner personnel must promptly notify WES of any operational issues or irregularities that may require attention or repair. i DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 u L''XClusions The following exclusions apply unless specifically provided for in a WES proposal. 1. Maintenance,parts,labor,freight or services for any equipment not specifically included in our proposal. 2. Maintenance,parts,labor,freight,or services of any type not specifically performed or authorized by WES. 3. Increased quantities.of spark plugs, filters,lube oil,coolant,or covered parts of any type required as a result of owner or third party maintenance,fuel gas quality,or outside mechanical or electrical forces. 4. Any consequential or contingent damages,costs,penalties,fines. 5. Equipment damages or repairs of any type associated with: a. Operator or other Owner personnel errors or negligence I b. Weather related damages I c. Short circuit or electrical failures d. Failures or damages of any kind associated with improper installation or operation e. Coolant or tube oil failures f. Owner control system induced failures g. Engine overspeeds or failures due to any type of centrifugal force h. Force Majure 6. Operation of the Equipment by the Owner personnel or Owner sub-contractor not in compliance with the Equipment manufacturer's standard operating parameters 7. Rigging and removal of equipment for major repairs 8. Assembly or disassembly of walls, building components,structures,roofs,equipment,or ally other constraint(s)to gain access to equipment for performance of planned maintenance,component replacement, ' or corrective repairs. 9. Availability or Performance Guarantees are specifically excluded unless discussed and understood in advance of a WES commercial offer. I DocuSign Envelope Q 375C4801-DE2B-486A-97C5-A997F1666BA1 SCR Maintenance Schedule and Milestones Continuous Duty Applications The schedule below outlines the maintenance tasks required to keep the SCR system functioning properly. Time intervals are a guideline only; actual site conditions will determine if the intervals can be lengthened or shortened. Daily —Customer Visual inspection of Dosing Box, Compressor, Urea Pump, SCR housing, SNQ control panel. Observe for leaks, unusual operation or noises. First 1000 Hours after Initial Commission ing-WestemElxvuySys�m Sample Gas Filters Inspect and replace as required • Sample Gas Pumps Flow test /clean diaphragms Dosing box inlet filter Check/clean as needed • System operation Check Every 1000 Hours Scheduled Maintenance-Customer • Sample Gas Filters Inspect and replace as required Every 2000 Hours Scheduled Maintenance-Cu tom r ' E • Air Compressor Suction Filter Clean Reactant Filter Clean Reactant Pressure Checkladjust if needed I Sample Gas Filters Inspect and replace as required System Operation and Performance Check Every 4000 Hours Scheduled Maintenance-Western Energy 2000 hour Maintenance Plus: Air Compressor Suction Filter Clean / Replace if needed" Compressor Vanes Check i Replace if needed Reactant Filter Clean I Replace if needed Enclosure Filters Clean Reactant Pump Clean Reactant Pulsation Dampener Check/adjust pressure • Reactant Injector Clean and adjust Sample Pumps Flow test DocuSign Envelope ID:375C4BD1-DE2B-466A-97C5-A997F1666BA1 i Dosing Box 3-Way Valve Check operation - Dosing Box Air Pressure Switch Check operation - System Operation & Performance Check Every 8000 Hours Scheduled Maintenance-Westem EnergySvs�ms 4000 hour Maintenance Plus: • Control Enclosure Filters _ Replace - Reactant Pump Replace diaphragms SCR Catalyst Inspect and Vacuum Clean (in place) I - OXI Catalyst Inspect and Chemical Wash Measuring Cells Calibration check • Sampling Probe Clean 1 - Load Curve Check/Adjust as needed • Sample Gas Cooler Block Clean I Fveni 16000 Hour Houra Scheduled MaIr t nan -P*s+er+Emw • 8000 hour Maintenance Plus: SCR Catalyst Remove, clean, replace gaskets j • OXI Catalyst Chem wash /Replace if needed Measuring Cells Cal check /Replace if needed Sample Pump Heads Replace i Condensate Pump Heads Replace I .EveIX 22000 Hours Scheduled Maintenance-WastemEmWSmtams„ • SCR Catalyst Replace Blocks as required I 1 DocuSign Envelope ID:375C48D1-DE2B-486A-97C5-A997F1666BA1 I ANNEX IV Technical Instructions The GE Jenbacher O&M manuals for the specific project provide Equipment specific Technical Instructions,maintenance,and product information. The following Technical Instructions may be additional to those provided in the GE Jenbacher O&M manuals for the specific project. The following Technical Instructions are incorporated herein by reference only. Copies will be made available upon written request. 1. 19003 0 Daily Inspection 2. TI 1000-0099A Approval Procedures for Lube Oils 3. TI 1000-0099B Limit Values for Waste Oil 4. TI 1000-0099C Procedure for Determination of Plant Specific Oil Life 5. TI 1000-0099D Initial pH Values of Used Lubricating Oils 6. TI 1000-0099K Analysis of Used Lubricating Oils 7. TI 1000-0112 Sampling Lubricating Oil 8. TI 1000-0200 Composition of cooling water in closed primary circuits 9. TI 1000-0201 Antifreezing compound 10.TI 1000-0204 Anti-Corrosive Additive for Cooling Water j 11.TI 1000-0300 Fuel Gas Quality 12.TI 1000-1109 Lubricating oil for type 2, 3, 4 and 6 GE Jenbacher engines. 13.TI 1100-0110 Boundary Conditions for GE Jenbacher gas engines 14.TI 1100-0111 General Conditions Operating and Maintenance 15. TI 1400-0091 Lack of Condensate-Fuel Gas 16.TI 2300-0005 Safety Instructions 20 DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 ANNEX V WES Certificate of Insurance I i 21 DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 0 Policy Number: Dale Entered: 10 01/2013 ACC>J? CERTIFICATE OF LIABILITY INSURANCE D 6/29 l 6 29 2015015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the policy()es) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Ilou of such endorsement(s). PRODUCER COAEACT The Iowa Group, Inc. PHONE . (610)327-1990 PaX (610)327-8267 ) 1104 E High Street MC No: E-MAIL Pottstown, PA 19464 ADDRESS: INSURERS AFFORDING COVERAGE NAIC d INSURERA:Gemini Insurance CO. INSURED Western Energy Systems; Northeast Energy Syste RSURERB:Liberty Insurance UnderwVitere, Inc. INSURER C:PMA Penn Detroit Diesel Allison, TLC DHA INSURER D:AIG 499 Nibus Street, Unit B INSURERE:Travelers Brea, CA 92621 NSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD I INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRR TYPE OF INSURANCE DD WVDSUBRI POLICY NUMBER POLICY YYT MOLIC YW LIMITS COMMERCIAL GENERALLIABILITY A EACHOCCURRENCE g CLAIMS-MADE ®OCCUR DMNGETORE TIED VCGP080185 1o/1/zo14 1o/1/gals gents s e c s 300,000 MEDEXP(AO ono eson) S a PERSONAL A AOV INJURY $ 1.000.000 GENT.AGGREGATE LIMIT APPLIES PE R: GENERAL AGGREGATE 3 2,000-000 POLICY®PRO O PRODUCTS-COMPIOP ADD 3 2,000.000 JECT LOG OTHER: 9 AUTOMOBILE LIABILITY EcMaB"E0i6WGLE LIMIT 3 B ANY AUTO PALGM1000403 2/l/2015 /1/2016 BODILY INJURY(Per pe,son) $ ALLOWNED SCHEDULED BODILY INJURY Peraccwml S AUTOS AUTOS ( ) T- HIREDAUTOS AUTOS NON-OWNED PROPERTY DAMAGE AUTOS Peracctlenl 3 9 LUMBRELLA LIAR A OCCUR EACH OCCURRENCE 3 51000,000 EXCESS LIAR CLAIMS MADE BE044059567 10/1/2014 10/1/2015 AGGREGATE $ 5,000,000 DED RETENTIONS 3 DI COMPENSATION PER OT MY E H. MO EMPLOYERS'LIABILITY VIMOV OFFICRIMEMBER EXCL UO ST UTE' ER C EO ECUTNE ❑ MIA 6616007 SD/1/201d E.L.EACHACCDENT $ 1,000,000 (Mandatory In NH) 0/1/2015 E.L.DISEASE-PA EMPLOYE 3 1,000,000 IIyas.desedbe Under DESCRIPTION OF OPERATIONS below E.LDISEASE-POUCYUMD S 1.01710,000 D Pollution Liability PLS 1234618 10/1/2014 o/l/2015 $2,000,000 10/1 201d 0/1/2015 000 000 DESCRIPTION OF OPERATIONS)LOCATIONS$VEHICLES(ACORD tOl.Addillonal Ramadan sehedula,may bO allached If more apaCo is requlrodl The City of Palm Springs, its officials, employees and agents are Additional Insured on a primary and noncontributory basis as required by written contract. Waiver of Suborgation in favor of Certificate Holder in regards to Workers' Compensation. CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 201 N. El Cielo Road ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE R. William Lowa III 01988-2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD Produrcdusln0 Fmme 0055 PIUSS ih'IM.1- I.Fo BOSS.comlmpf u:va ubksWng SOe2W-19]T DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 1 ANNEX VI WES Schedule of Charges for Non-Agreement Maintenance, Repair and Testing Services i I f 22 I DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation a Landfill o Biogas SCHEDULE OF CHARGES Southern California-Oregon-Alaska January 1, 2015 1. Field Services Non-Contract Silver LTSA Gold LTSA a. Straight Time $120.00 $115.00 $1 00.00 b. Overtime "A" $180.00 $172.50 $165.00 c. Overtime "B" $240.00 $230.00 $220.00 I Straight Time— Monday thru Friday, 8:00am to 5:00pm Overtime "A"—Monday thru Friday, all hours other than above, in excess of 12 (twelve) hours/day. Overtime "B"—Saturday and Sunday as well as any hours in excess of 12.(twelve) hours/day. i *All hours worked subject to State Wage and Hours Guidelines *Ali hours charged, portal to portal i 2. Travel Charges j a. Mileage is charged portal to portal for all business miles driven to/from a job site including miles for parts pickup and drop off. Non-Contract Silver LTSA Gold LTSA $2.40/mile $2.00/mile $1.75/mile b. Hotels and meals are charged at cost plus 10%. i c. Airline flights and rental cars are charged at cost plus 10%. 3. Misc. Parts and Materials These items are charged at manufacturers selling prices plus 10%. ALL CHARGES SUBJECT TO ANNUAL ADJUSTMENTS I A Division or Penn Power Group Alaska Office. 700 W 61P Avenue,Suite G.Anchorage,AK 99518(T)907.569.1090(F)907.569.1091 Bay Area Office:23786 Cabot Blvd.Suite 304,Hayward,CA 94545(T)510.265.05111(F)510.265.0581 c�cvumaQalemuaw Orange County Office.,499 Nibus Street,Unit B,Brea,CA 92821-(T)714.529.9700(F)714.529.9701 Corporate Office:8330 Slate Road,Philadelphia,PA 19136-2086(T)215.335.6010(F)216.335.2163 VAmweesys.com DocuSlgn Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 I 1 THIS PAGE LEFT INTENTIONALLY BLANK i I 23 I DocuSign Envelope ID:375C4BD1-DE28-486A-97C5-A997F1666BA1 EXHIBIT B List of Covered Equipment Amended and Updated as of April, 2020 1. One (1) GE Jenbacher JMS 416 engine-generator set 2. One (1) GE Jenbacher Di.ANE XT control panel 3. One (1) MIRATECH SCR/Oxidation Catalyst system 4. Four(4)Aurora 344 Process Hot Water (PHW) Pumps DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 EXHIBIT C 1. WES Proposal to ENGIE North America dated January 6, 2020. 2. WES Gold Program Scope of Work(replacing Annex I of Assigned Contract) DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 My - Power Systems Specialists January 61h, 2020 Clyde A. Byas Energy Resource Manager Engle Palm Springs, CA RE: Long Term Service Agreement Dear Mr. Byas, We are pleased to submit a Lang-Term Service Agreement (LTSA) proposal for your consideration. This proposal includes LTSA program(s)suited to your RFP. Individual LTSA program details are provided in the Enclosures,copies of which are provided herein. The following assumptions are factored into these offers: 1. Project Name: Engle—City of Palm Springs Cogen Address: City, State, Zip Code: Palm Springs, CA 2.Type Equipment: JMS 416 B86— 1,141 kW- Natural Gas 3. Equipment OPH: 15,433 at time of proposal 4.Term of Agreement: -8 Years N 8,000 OPH/year—From Current OPH through end of current term of Agreement with City of Palm Springs(83,000 OPH) S. Minimum OPH Provision: The contract price is based on expected minimum operating hours (OPH) to be reached per year.The defined yearly minimum OPH for this agreement is 6,400 OPH (80% of expected annual OPH). We will invoice the minimum annual OPH. 6.Validity of Proposal: The proposal is valid for sixty(60) days from the date of this proposal. 7. Freight and Duty: Ocean and domestic inland freight charges are included. B.Taxes, Permits and Fees: U.S. Customs Duty is included however no allowances are made for local, state, or Federal taxes, permits, and fees. 9.Type of Agreement: OPH A.) Current Silver Program w/ C.O.P.S. $20.05 B.) Adder for Gold Program w/ Engle $6.10 A Division of Penn Power Group Alaska Office: 700 W 59' Avenue,Suite G,Anchorage,AK 99518(T)907.569.1090(F)907.569.1091 Orange County Office:499 Nibus Street,Unit B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office:8330 State Road,Philadelphia,PA 19136-2986(1)215.335.5010(F)216.335.2163 www.weesys.com DociiSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Page 2 of 3 10. Scope of Agreement: Each program, combined with Balance of Plant Coverage, includes Field and Shop Labor, Parts and Materials for the engine generator set and the following: Container Package ❑Cooling System electric motors r Radiators E Aux./Radiator Pumps [Heat Recovery Equipment r SCR/Oxicatalyst r Generator Circuit Breaker r Generator Set Motor Control Center C Pre-Chamber Compressor r Gas.Blower [Gas Cleaning System [Engine Batteries ❑Master Control Panel [SCR Urea Supplied C 1,000 OPH Service r Remote Monitoring r Vibration Analysis r Annual Alignment r Emissions Testing t✓;OR Changes F�Coolant Changes r-Major Engine Overhaul F Minor Engine Overhaul E'Generator Reconditioning Other Equipment: Additional Balance of Plant equipment coverage can be offered upon request. Comments: LTSA plans include annual vibration analysis, alignment services, and remote monitoring provided equipment is configured with ]enbacher Diane WIN, Internet firewalls, and RMC. All connection charges are Owners responsibility. Please note that rigging is excluded in pricing given for major overhaul. Please note that rigging for major overhauls and other major services is not included in the above pricing. 11. Engine Lubricating Oil and Generator Grease Supply: r Included F.NOT Included Comments: Engine lubricating oil is changed subject to ]enbacher scheduled intervals. Oil samples are required per ]enbacher scheduled intervals, no less than monthly. Oil analysis may advise increased frequency of oil change subject to fuel gas quality, wear elements, or coolant contamination. Increased demand for lube oil will result in additional charges as required. Any proposed lube oil and filter changes are included only during scheduled maintenance intervals. Routine oil level inspections and addition of make-up oil are performed by Owner personnel unless we provide operating services. Additional oil and filter changes required beyond scheduled maintenance intervals, for any reason,will be additional charges as required. 12. Engine Lubricating Oil Sample kits / analysis: Included F NOT Included DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Page 3 of 3 13. Coolant/ Corrosion inhibitor Supply: [.Included [NOT Included 14. Coolant Sample kits / analysis: r Included [!NOT Included IS. Fuel Gas Sample kits / analysis: i Included r NOT Included 16. General Comments: 17.Annual Increases: The proposal will increase on an annual basis on the basis of an agreed upon CPI, not to exceed 5 % annually for the initial three (3)year period. This proposal is subject strictly to Western Energy Systems®Agreement for Maintenance of Equipment. We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Upon your acceptance of this Proposal, we will forward a project specific Maintenance Agreement for your approval and signature. Please contact us with any of your questions. Best Regards, Darin Hemans Sales Support Engineer Western Energy Systems® CC: Peter Jacobs DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 E,Sr 0 WMV N Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation • Landfill •Biogas GOLD Program for JENBACHER 4-Series Natural Gas or Clean Biogas applications GOLD programs provide comprehensive parts and service support for JENBACHER Equipment. WES JENBACHER factory trained and qualified technicians perform scheduled, defined JENBACHER maintenance,services, and component replacement as well as unplanned, corrective repairs of the engine, generator, and DIA.NE control panel, within agreed limits. Inspections and service are subject to OPH and not driven by kWh or load factor. JENBACHER systems with DIA.NE XT, and Internet access provided by the Owner, are configured with remote messaging systems and DIA.NE WIN remote monitoring systems for exclusive use by WES. The remote messaging system signals WES on a 24n basis for defined operational alarms and shutdowns. WES technicians, engineers, and service management are able to remotely monitor and review DIA.NE operating systems, alarms, operating trends, and other performance data critical to system operation. Owner personnel perform minor evaluations to determine problems and are expected to handle spark plug maintenance as well as minor repairs. Owner's.personnel must promptly notify WES of any operational issues or irregularities that may require WES attention or repair. WES will then evaluate complaints and perform corrective repairs as required. A $500 deductible will apply if WES attendance is requested and the root cause of the problem is found to be spark plug maintenance related. Customer personnel perform the following: Routine daily, weekly, monthly inspections and services as called for in JENBACHER"Maintenance Schedules" for the specific project.Typical inspections and services include: • Daily entries and updating of Operating Logbook documents. • Daily visual inspection for lube oil, coolant, exhaust, and fuel gas leaks; inspection of vibration dampers; inspect fuel gas piping, heat exchangers and coolant piping; drain condensate as required; check and maintain strainers and filters. • Intake air-Daily checks of manometer readings at air intake filter housing. • Cleaning of air intake housing and replacement of filter(s)as required between scheduled maintenances. • Ignition - Weekly ignition voltage inspections and recording of measurements, inspection and re-gapping of spark plug electrodes as required to accomplish JENBACHER projected intervals. • Lube Oil -Daily checks of oil pressure, system condition and add make-up oil to system if required • Replacement of oil filter if required between scheduled maintenance intervals. • Monitor and draw engine lithe oil samples on a 500 OPH basis, kits provided by WES. • Coolant-Monitor levels and pressures,add make-up when necessary. • Fuel -ads - Monitor and draw fuel gas samples for testing to determine compliance with JENBACHER requirements per TI 1000-0300. • Generator-Monitor and maintenance bearing lubrication per manufacturer's requirements. • Batteries-Inspect,clean, and maintain engine starting batteries, cables, and terminals. A Division of Penn Power Group Alaska Office: 700 W 59' Avenue,Suite G,Anchorage,AK 99518(T)907.569.1090(F)907.569.1091 Orange County Office:499 Nibus Street,Unit B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office:8330 State Road,Philadelphia,PA 19136-2986(T)215.335.5010(F)215.335.2163 www.weesys.com DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666SA1 Gold program services performed by WES factory trained and qualified technicians entail the following: • Perform planned and corrective maintenance, inspections, component replacement, minor,and major overhauls at JENBACHER recommended service intervals. • Remote support and emergency repair solutions. • Provide lube oil sample kits to draw oil samples per JENBACHERrecommendations. • Review lube oil samples for Owner and provide comments asrequired. • Conduct coolant testing and provide reports to Owner. • Monitor and draw fuel gas samples for alignment with JENBACHER required fuel spec(per TI 1000-0300). WES Technicians will perform the following inspections and maintenance services at: ➢ 2,000 OPH intervals: from current OPH through 83,000 OPH • Operating Logbook: Review Owner daily entries and updating of documents • 100 OPH inspections after commissioning: This service will only be performed 100 OPH after commissioning. • Inspection of proper operation for: Valve Stem projection, valve play, Ignition voltage/ Spark plugs, Control rod assembly/Throttle valve,measure flex-mounted coupling, Gas filter and Thermal reactor • DIANE Controls and JENBACHER Switchgear: • Inspect and update program settings,trend analysis and review of DIANE system performance. • Replace DIANE Battery every 2 years. • Clean air filter, inspect filter mat and replace annually in Switchgear cabinet. • Top end—Cylinder Heads: Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) • Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock nuts • Ignition System: Inspect, maintain,and make adjustments inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required, inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection and re-gapping of spark plugs,replace sealing rings every 4,000 OPH. • Replace Spark Plugs, sealing rings and spark plug connectors, JENBACHER Spark plug interval: 8,000 OPH. • Fuel System: Inspect,clean, adjust,lubricate and perform Fuel Gas leak test. • Regulator rod linkage,Throttle valve, Actuator control rod assemblies. • Gas train filter inspection, clean filter housing and replace filter annually. • Intake/Ventilation: Inspection,cleaning and monitoring of: • Crankcase Ventilation system, Measure differential pressures and replace elements when out of limits - Replace Blow-by filter(s)when pressure>20 mbar • Intake Air housing and replace In-line air filters when under pressure> 1.5 kPa,or every 8,000 OPH. • Perform exhaust stack testing and engine tuning, inspect and adjust LEANOX as necessary. • Heat Exchangers: Visual inspection for leaks and corrosion. • Measure and record differential pressures. 0 Thermo Reactor: Inspect and record differential pressure. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 • Oxidation Catalyst: Inspect and record differential pressure. • Lubrication &Coolant systems: • System performance and parameter analysis,visual fluid/lubricant inspection. • Inspect Lube Oil Pre-lubrication pump motor brushes. • Perform Lubricant and filter changes,add coolant, based on laboratory analysis - Collect Lobe Oil and Coolant samples. - Increased quantity and frequency due to poor Lubricant condition will result in additional charges • Cooling water pump: Inspect for leaks. • Electrical Generator: Inspection of entire generator assembly,and coupling inclusive of: • Inspect and grease bearings. • Inspect and clean generator interior compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor,varistor and rectifier diodes per manufacturer's recommendations • Flexible Coupling: Inspect condition,perform axial alignment inspection and adjustment every 4,000 OPH. • Turbocharger: Visual inspection of casing assembly and bolted connections. • Batteries: Inspect,clean,and maintain engine starting batteries, cables, and terminals. WES Technicians will perform the following inspections and maintenance services at: ➢ 50,000—70,000 OPH intervals(10k service intervals): • Operating Logbook: Review'Owner daily entries and updating of documents • DIA.NE Controls and JENBACHER Switch • Inspect and update program settings,trend analysis and review of DIA.NE system performance. • Replace DIA.NE Battery every 2 years. • Clean air filter, inspect filter mat and replace annually in Switchgear cabinet. • Top end—Cylinder Heads: Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances. • Intake and exhaust valve lash adjustments. • Intake and exhaust valve stem projection(recession). • Inspect rocker arms,valve lifters,adjusting screws,tappets,and lock nuts. • Replace valve cover gaskets. • Ignition System: Inspect,maintain, and make adjustments inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required, inspect mounting distance. • In ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection and re-gapping of spark plugs, replace if at interval. • Replace Spark Plugs, sealing rings and spark plug connectors, JENBACHER Spark plug interval: 10,000 OPH. • Fuel System: Inspect,clean, adjust,lubricate and perform Fuel Gas leak test. • Regulator rod linkage,Throttle valve,Actuator control rod assemblies. • Gas Train assembly and filter inspection,Replace filter annually. • Intake/Ventilation: Inspection,cleaning and monitoring of: • Crankcase Ventilation system,Measure differential pressures and replace elements when out of limits Replace Oil Mist Separator if not done within previous 10,000 OPH. Limit pressure>20 mbar DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-Agg7F1666BA1 • Intake Air housing and replace In-line air filters if underpressure> 1.5 kPa,or every 8,000 OPH. • Perform exhaust stack testing and engine tuning, inspect and adjust LEANOX as necessary. • Heat Exchaneers: Visual inspection for leaks and corrosion. • Measure and record differential pressures. • Lubrication &Coolant systems: • System performance and parameter analysis,visual fluid/lubricant inspection. • Inspect Lube Oil Pre-lubrication pump motor brushes. • Perform Lubricant and filter changes,add coolant, based on laboratory analysis - Collect Lube Oil and Coolant samples. - Increased quantity and frequency due to poor Lubricant condition will result in additional charges • Crankshaft related: • Inspect crankshaft axial movement for Thrust bearing condition. • Inspect main Shaft seal. • Electrical Generator: Inspection of entire generator assembly,and coupling inclusive of- • Inspect and grease bearings. • Inspect and clean generator interior compartment,cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor,varistor and rectifier diodes per manufacturer's recommendations • Measure the insulation and polarization. • Flexible Coupling: Inspect condition, perform axial alignment inspection and adjustment every 4,000 OPH. • Turbocharger: Inspect Compressor side, bolted connections and casing assembly. • Replace compressor connection O-rings. • Cooling water pump: • Replace mechanical seal/seals and check for coolant leaks. • Electric Starter Motor: Removeand replace with new unit. • Exhaust: Inspect manifold assembly, insulation,flexible compensators, and mounting hardware. WES Technicians will perform the following inspections and maintenance services at: ➢ 20,000-40,000-80,OOO OPH intervals: • Operating Logbook: Review Owner daily entries and updating of documents_ • DIA.NE Controls and JENBACHER Switchgear: • Inspect and update.program settings,trend analysis and review of DIA.NE system performance. • Replace DIA.NE Battery every 2 years. • Clean air filter, inspect filter mat and replace annually in Switchgear cabinet: • Inspect and clean Switchgear cabinet of dirt contamination. • Top end—Cylinder Heads: Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances. • Intake and exhaust valve lash adjustments. • Intake and exhaust valve stem projection (recession). • Inspect rocker,arms,valve lifters,adjusting screws,tappets,and lock nuts. • Replace valve cover gaskets. • Ignition System: Inspect,maintain, and make adjustments inclusive of: • Inspectand tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris, clean as required,inspect mounting distance. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Replace component seals,vibration dampers and rubber springs. • Replace Spark Plugs, sealing rings and spark plug connectors, JENBACHER Spark plug interval: 10,000 OPH. • Fuel System: Inspect,clean, adjust,lubricate and perform Fuel Gas leak test quarterly. • Regulator rod linkage,Throttle valve, Actuator control rod assemblies. • Gas Train assembly and filter inspection, Replace filter annually. • Gas Train components overhauled every 40,000 OPH: - Gas pressure controller - Pre-chamber differential pressure controller - Zero pressure controller. • Gas quality controller,cleaning and replace sealing rings. Replace gas quality controller at 40,000 OPH interval. • Intake/Ventilation: Inspection,cleaning and monitoring of: • Crankcase Ventilation system,measure differential pressures and replace elements when out of limits - Replace Oil Mist Separator if not done within previous 10,000 OPH. Limit pressure>20 mbar - Replace Blow-by hoses. • Intake Air housing and replace In-line air filters if underpressure> 1.5 kPa, or every 8,000 OPH. • Perform exhaust stack testing and engine tuning, inspect and adjust LEANOX as necessary. • Elastomer Component replacement: • O-rings: Cooling water line,Oil lines, Oil cooler • Hoses: Oil lines, Pre-lube& re-lube vent system, Compensation reservoir, Exhaust gas back pressure control, Crankcase vent. Coupling_Coupling discs • Rubber buffers: Air-filter collection cabinets, Intake line, Gas mixer, Ignition cable harness, Ignition, Switchgear cabinets at module. • Heat Exchangers: Visual inspection for leaks and corrosion. • Measure and record differential pressures. • Lubrication&Coolant systems: • System performance and parameter analysis,visual fluid/lubricant inspection. • Inspect Lube Oil Pre-lubrication pump motor brushes. • Perform Lubricant and filter changes,add coolant,based on laboratory analysis - Collect Lube Oil and Coolant samples. - Increased quantity and frequency due to poor Lubricant condition will result in additional charges • Crankshaft related: • Inspect crankshaft axial movement for Thrust bearing condition. • Inspect shaft seal. • Replace Torsional Vibration Damper. • Electrical Generator: Inspection of entire generator assembly, and coupling inclusive of: • Remove and Replace bearings with new,add grease. • Inspect and clean generator interior compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor,varistor and rectifier diodes per manufacturer's recommendations • Measure the insulation and polarization. • Flexible Coupling: • Remove and Replace with new,Set axial alignment. DocuSign Envelope ID:375C4BDt-DE2B486A-97C5-A997F1666BA1 • Turbocharger: Inspection of Compressor Wheel,Turbine Rotor, Rings and casing assembly. • Remove and Exchange turbo with refurbished unit. • Replace all Elastomer O-rings. • Replace Mixture Bypass valves. • Cooling water pump: • Replace mechanical seal/seals and check for coolant leaks. • Electric Starter Motor: Remove and replace with new unit. • Exhaust: Inspect manifold assembly, insulation,flexible compensators, and mounting hardware. Minor Overhaul inspections and maintenance will be performed by WES Technicians following services at: ➢ 30,000 OPH interval: • Operating Logbook: Review Owner daily entries and updating of documents • DIA.NE Controls and JENBACHER Switchgear: • Inspect and update program settings,trend analysis and review of DIA.NE system performance. • Replace DIA.NE Battery every 2 years. • Clean air filter,inspect filter mat and replace annually in Switchgear cabinet. • Top end—Cylinder Heads: Inspection will be done before teardown,then again during build-up, inclusive of: • JENBACHER exchange cylinder heads installed with new seals and O-rings. • Inspect and lubricate rocker arms,valve lifters,adjusting screws,tappets,and lock nuts. • Set Intake and exhaust valve lash and lifter clearances. • Ignition System: Inspect,maintain,and make adjustments inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required, inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Replace Spark Plugs, sealing rings and spark plug connectors. JENBACHER Spark plug interval: 10,000 OPH. • Intake/Ventilation: Inspection,cleaning and monitoring of: • Crankcase Ventilation system,Measure differential pressures and replace elements when out of limits Replace Oil Mist Separator if not done within previous 10,000 OPH. Limit pressure>20 mbar • Intake Air housing and replace In-line air filters if underpressure> 1.5 kPa,or every 8,000 OPH. • Perform exhaust stack testing and engine tuning, inspect and adjust LEANOX as necessary. • Heat Exchangers: Visual inspection for leaks and corrosion. • Measure and record differential pressures. • Inspect Plate&Frame type rubber gaskets,replace only if needed. • Fuel System: Inspect,clean, adjust,lubricate and perform Fuel Gas leak test quarterly. • Regulator rod linkage,Throttle valve,Actuator control rod assemblies. - Replace the actuator • Gas Train assembly and filter inspection,Replace filter annually. • Lubrication&Coolant systems: • System performance and parameter analysis,visual fluid/lubricant inspection. • Inspect Lube Oil Pre-lubrication pump motor brushes Collect Lube Oil and Coolant samples prior to draining for Minor Overhaul. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 - Add new Lube Oil, Filters and Cooling water after Minor Overhaul activities. • Electrical Generator: Inspection of entire generator assembly,and coupling inclusive of: • Inspect and grease bearings. • Inspect and clean generator interior compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor,varistor and rectifier diodes per manufacturer's recommendations • Measure the insulation and polarization. • Flexible Coupling: Inspect condition,perform axial alignment inspection and adjustment every 4,000 OPH. • Rubber Rails: Inspect Elastomer condition under Engine&Generator. Replace only if necessary. • Turbocharger: Inspect Compressor side, bolted connections and casing assembly. • Replace compressor connection O-rings. • Cooling water pump: • Overhaul pump,replace seals and check for coolant leaks. • Electric Starter Motor: Remove and replace with new unit. • Exhaust: Inspect manifold assembly, insulation,flexible compensators, and mounting hardware. • JENBACHER Exchange Engine components: Remove and install JENBACHER exchange parts. • Cylinder Heads with new components. • Pistons with new Rings and cooling devices. • Cylinder Liners and Scraper Rings. • Connecting Rods with new Bearings • Camshaft: Inspection of Journals and follower assemblies. • Valve Tappet and Adjusting Screws will be replaced with new components. - Additional charges apply if Camshafts or Follower Assemblies require replacement. • Crankshaft: Main and Thrust bearings, Axial movement and Crankshaft Journal condition will be inspected. • Main bearings and Thrust bearings will be replaced with new bearings. Additional charges apply if Main Crankshaft Journals need further attention. DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 JENBACHER Major Overhaul performed at 60,000 OPH. WES performs major overhauls utilizing GE Jenbacher re- manufactured, exchange long engine block assemblies in order to minimize downtime. Depending upon the engine type, JENBACHER Exchange engine blocks include the following services and components: • Cylinder block assembly has been inspected, crankshaft gallery bored and machined as required,cylinder packing bores inspected,machined, and re-sealed as required. • New,updated pistons, piston rings,cylinder liners Typical type 4 Long Block • New connecting rods.(updated to latest style) • New,updated main,rod, and thrust bearings w„m ., V. • New, updated camshafts Yt -• � • New,updated camshaft bearings • Reconditioned crankshaft ', • New front and rear crankshaft seals 'ff � � incorporating latest technology $s, • New vibration dampers • Reconditioned front and rear gear trains with JENBACHER exchange gear wheel assemblies, new gear train bushings and bearings • Reconditioned engine lube oil pump • Updated lube oil filter assemblies • JENBACHER exchange water pump • JENBACHER exchange cylinder heads with new, updated valve seats, new intake and exhaust valves, new valve springs,rotators,and keeper assemblies. • Reconditioned rocker arm assemblies with new tappets and adjusting screws. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 • Complete new, updated ignition system with ignition rail, external11 a , ignition coils,wires,spark plug sockets,and ignition box. n'r INS Upgraded Ignition Boxes i # IC 500-IC 920-IC 922 -•"�"1� Replacements vary depending Typical Updated Ignition Rail on original ignition box. • New spark plugs • JENBACHER exchange electric motor starter • Reconditioned exhaust manifolds with new compensator segments, gaskets, seals,and upgraded exhaust manifold insulation.(Long block only, inspected on short block) • Updated Exhaust Manifolds • Updated Flexible Compensators • Updated Manifold Insulation • Reconditioned intercooler • New thermocouples(Long block only, inspected on short block) l' • New turbocharger with external insulation JE CHER NBA factory cleaned and pressure tested intercoolers;upgrade turbo bypass • Upgraded exchange turbocharger bypass valves • JENBACHER exchange intercooler console with new throttle valve • Reconditioned throttle actuator assembly • Reconditioned gas mixer assembly DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 WES Major Overhaul Field Services • Removal of old engine and generator. • Provide and reinstall JENBACHER exchange block assembly. • Inspection of gas train and gas train safety devices. Install new gas regulator diaphragms. • Removal of electric generator assembly for reconditioning: o The generator is reconditioned by a factory qualified electric supplier and will include the following: • Disassembly, cleaning, inspection of stator, rotor, and windings • Inspection of RTD's(if so equipped) • Vacuum and pressure test, clean, degrease,and epoxy impregnation of windings • New generator bearings • Reassembly of generator assembly and bench power testing. • Inspection and testing of voltage regulator and power factor cards o Delivery and reinstallation of electric generator assembly to frame rails • Provide and install new generator-engine coupling. • Inspect plate and frame heat exchangers for repairs or resealing. • Supply and installation of new coupling assembly and rim. • Supply and installation of new sylomer strips, new rubber mounts between engine, generator, and engine- generator frame assembly. • New air intake filter • Cold and hot alignments of engine and generator assembly • Inspection of CANBUS and Ethernet cables FROM DIA.NE panel to MI panel. • Engine-generator set vibration testing and documentation • Engine-generator set startup,performance testing, and startup documentation • Updated parts and service manuals and CD's.(Long Block only) DocuSign Envelope ID:375C4BO1-DE2B-4a6A-97C5-A997F1666BA1 Minimum Requirements for GOLD Programs 1. All WES LTSA offers are based strictly on WES Proposal Format,Programs,Form of Agreement,Terms and Conditions. 2. Equipment must be installed with reasonable access and must be available for planned maintenance and component replacement at WES request. 3. Equipment must be installed to JENBACHER Technical Instructions and installation requirements. 4. Fuel gas must comply with JENBACHER requirements per TI 1000-0300. 5. Coolant and lube oil must comply with JENBACHER requirements. Lobe oil and coolant samples must be s and available for WE, review. provided in accordance with manufacturer's requirements and forwarded to WES on a timely basis for review. Lube oil and coolant analysis reports must be part of Operating Log performed, and for 6. Owner completed Operating Logs must provide daily operating details, maintenance tasks Corrective Repair coverage, each maintenance task is to be documented in WES provided Maintenance Protocols, signed by the engineer and operator,and available to WES upon request. provided 7. Spark plug ignition voltages of individual spark plugs have to be recorded by means of a WES Maintenance Protocol for ignition voltages and available to WES upon request. 8. Owner personnel must promptly notify WES of any operational issues or irregularities that may require attention or repair. /� 107 DocuSign Envelope ID:375C4BD1-DE2B486A-97C5-A997F1666BA1 Exclusions The following exclusions apply unless specifically provided for in a WES proposal. 1. Maintenance,parts, labor,freight,or services of any type not performed or authorized by WES. 2. Increased quantities of spark plugs,filters or other maintenance and repair parts required as a result of Customer or third-party maintenance, fuel gas quality, outside mechanical or electrical forces. 3. Negligent acts or intentional misconduct by any Person or Persons other than the WES personnel or WES subcontractors that impairs the operation of the Equipment. 4. Damage to the Equipment or, any components associated with the Equipment because of Customer/owner control system induced failures, failures or damages of any kind associated with improper installation or operation, force majeure, fire,theft, weather,or other risks now or hereafter normally covered by an"all risks" policy of insurance, including extended coverage. 5. The Customer's installation of additional equipment to the Equipment after the Effective Date and without prior written approval of WES. 6. Operation of the Equipment by the Customer or customer subcontractor not in compliance with the Equipment manufacturer's standard operating parameters or any project specific requirement. 7. Repairs,adjustment, or maintenance caused by fuel gas quality not meeting the manufacturer's requirements as specified in TI 1000-0300,fuel pressure fluctuations, disturbances,disruptions,Customer's fuel supply or process. 8. Electrical fluctuations,disturbances, or disruptions, reasonably demonstrated by WES to not have been caused by the Equipment. 9. Basic troubleshooting capable of being performed by the Customer, including visual inspection,tightening of clamps,bolts, screws to stop small coolant or tube oil leaks, lightening of wires and wire terminations should there be loose wires, refilling of tube oil and coolant as required to maintain system, initial inspection of system warnings,restarting of equipment after warnings or shutdowns,exchange of minor components,and other similar minor type repairs not detrimental to safe operation of the Equipment. A$500.00 deductible shall be charged for each Corrective Repair call that should have been handled by Customer personnel. 10. Emissions Testing. It. Additional costs incurred by WES for Services required for the Equipment,resulting from Customer shutdown of the Equipment for a period of time equal to or greater than three(3)months. 12. Additional costs incurred by WES for Services required for the Equipment resulting from improper or inadequate maintenance and/or repair services performed by or on behalf of the Customer prior to the Effective Date. 13. Failures in installation or operation of non-WES provided or commissioned components, interfaces,or equipment resulting in damages to WES-provided equipment covered by this Agreement. 14. Rigging and removal of Equipment for major repairs.These are defined as repairs involving removal and replacement of the engine, generator,and gearbox for major repairs during scheduled or Corrective Repair incidents. 15. Assembly or disassembly of walls,building components,structures,roofs,equipment or any other constraints to gain access to Equipment for performance of planned maintenance,component replacement or Corrective Repairs. 16. Availability or Performance Guarantees are specifically excluded unless discussed and understood in advance of a WES commercial offer. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 Corrective Repair Limits and Procedu 1. WES Corrective Repair liability under this agreement is limited to $10,000(dollars)per corrective repair incident,with a total yearly limit of$60,000(dollars)per generator set. 2. For the purpose of calculating the yearly Corrective Repair liability limit,the first year shall begin when commissioning is completed and ending at the same date one year following. Repeating this yearly schedule for 8 years following or until the equipment has 83,000 OPH (LTSA term limit),whichever occurs first. 3. All Corrective Repairs covered by WES under this Agreement will be charged out internally using the Gold Plan rates listed on Annex VI for Labor and Travel and WES "Fleet'parts pricing. DocuSign Envelope ID:375C4BD1-DE2B-486A-97C5-A997F1666BA1 ". .Wrv05TAaV- sY.Srm ,a Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation • Landfill a Biogas EXHIBIT D -SCHEDULE OF CHARGES -2020 1. Service Technician Non-Contract Silver Gold a. Straight Time $135.00 $125.00 $120.00 b. Overtime"A" $202.50 $187.50 $180.00 c. Overtime`B" $270.00 $250.00 $240.00 2. Service Supervisor Non-Contract Silver Gold a. Straight Time $160.00 $150.00 $145.00 b. Overtime"A" $240.00 $225.00 $215.50 c. Overtime`B" $320.00 $100.00 $290.00 3. Service Engineer Non-Contract Silver Gold a. Straight Time $190.00 $175.00 $165.00 b. Overtime"A" $285.00 $262.50 $247.50 c. Overtime`B" $380.00 $350.00 $330.00 4. Asset Performance Management Center Non-Contract Silver Gold a.Annual Subscription(MyPlant-Remote Monitoring) $5,000.00 Included Included b. Remote Support $100.00 $90.00 $90.00 Straight Time-Monday thru Friday, 8:00am to 5:00pm Overtime"A"- Monday thru Friday, all hour's other than above other than in excess of(12) Overtime`B"- Saturday and Sunday as well as any hours in excess of(12)twelve hours/day *All hours charged, portal to portal 5. Travel Charges a. Mileage is charged portal to portal for all business miles driven to/from a job site including miles for parts pickup and drop off. Non-Contract Silver Gold $2.40/mile $2.00/mile $1.75/mile b. Hotels and meals are charged at cost plus 10%. c.Airline flights and rental cars are charged at cost plus 10%. 3. Parts and Materials Parts and Materials are charged atNES-WES Standard Retail Selling'Prices. ALL CHARGES ARE SUBJECT TO ANNUAL ADJUSTMENTS A Division of Penn Power Group Alaska Office: 700 W W Avenue,Suite G,Anchorage,AK 99518(T)907.569.1090(F)907.569.109 Orange County Office:499 Nibus Street,Unit B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office:8330 State Road,Philadelphia,PA 19136-2986(T)215.335.5010(F)215.335.2163 www.weesys.com AGREEMENT FOR MAINTENANCE OF EQUIPMENT BETWEEN Western Energy Systems a division of Penn Detroit Diesel Allison,LLC. AND City of Palm Springs FOR Municipal COGEN Plant WALWOU /V ENERGY SYSTEMS Power Systems Specialists 1 Table of Appendices ANNEX I CERTAIN DEFINITIONS ANNEX 11 LIST OF COVERED EQUIPMENT ANNEX III DESCRIPTION OF SILVER SERVICES AND MAINTENANCE SCHEDULE ANNEX IV TECHNICAL INSTRUCTIONS ANNEX V WES CERTIFICATE OF INSURANCE ANNEX VI WES SCHEDULE OF CHARGES FOR NON-AGREEMENT MAINTENANCE,REPAIR AND TESTING SERVICES 2 MAINTENANCE AGREEMENT This Maintenance Agreement (the "Agreement") is made and entered into on July 6, 2015, by and between City of Palm Springs, with its principle place of business located at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 (the "Customer") and Western Energy Systems`), a division of Penn Detroit Diesel Allison, LLC, with its principle place of business located at 8330 State Road, Philadelphia, PA 19136 (the "Contractor"). The Customer and/or the Contractor are sometimes separately referred to as "Party" and collectively as "Parties". BACKGROUND The Customer owns certain power generation Equipment installed at its Facility. The Customer and the Contractor are entering into this Agreement to set forth their respective agreements and understandings as to certain maintenance services to be provided by the Contractor to the Customer with respect to the Equipment. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in this Agreement, and intending to be legally bound hereby, the Customer and the Contractor agree as follows: 1) CERTAIN DEFINITIONS Capitalized terms used in this Agreement, and not otherwise defined, have the respective meanings set forth in Annex 1. 2) TERM The Term of this Agreement shall commence on the Effective Date and shall end on the date on which the Equipment has 83,000 Operating Hours (OPH) ("the Term"). The customer represents and warrants to the Contractor that on the Effective Date the Equipment will not have more than 0 OPH. 3) CONTRACTOR'S SERVICES During the Term of this Agreement, the Contractor shall perform the following Services and provide the following parts, tooling and consumables for the Equipment. a) Maintenance Services. The Contractor will perform the maintenance services (the "Services") to be provided, as specifically described in Annex 111. Such Services shall be coordinated with the Customer and to the extent applicable, scheduled in advance. b) Parts. Tooling and Consumables. The Contractor will provide all parts, tooling and consumables necessary to perform and complete the described Services. The Contractor will maintain adequate inventories and supplies necessary or required to ensure that an adequate supply of expendable parts is readily available. Such parts shall either be new, unused and either manufactured by the original equipment manufacturer or otherwise of comparable quality, or remanufactured to a condition and level of quality comparable to new and unused parts. 3 c) Provided the Customer purchases, pays for and installs the necessary monitoring equipment, the Equipment will be remotely monitored by the Contractor to observe operating parameters and performance and shall be connected to monitoring systems so as to notify the Contractor in the event of a malfunction of the monitored devices. Upon receiving any such malfunction notification, the Contractor shall contact the Customer to review the malfunction. If necessary, the Contractor will dispatch service personnel to the Facility in a timely manner. d) Non-Scheduled Response Time. The Contractor shall use its best efforts to respond to calls for assistance and non-scheduled repairs within four (4) hours of the Customer's initial request. Such Customer requests may be oral, electronic, or in writing and, if oral, must be followed up in electronic or written form. e) Oil. The Contractor shall perform engine and gearbox lube oil changes, with Customer provided lube oil, provided that the lube oil changes take place at 2000 OPH intervals. Increased frequency of lube oil changes due to fuel gas quality or lube oil contamination resulting from Customer operations or cause shall be considered additional to this Agreement and shall be subject to additional labor charges as provided for herein. f) Exclusions. The Contractor shall not be required to perform any Services caused or necessitated by the following unless specifically authorized in writing by the Customer with charges for such maintenance and repair Services as provided in Annex VI. i) Maintenance, parts, labor, freight, or services of any type not specifically included in Annex III. ii) Increased quantities of spark plugs, filters or other maintenance and repair parts required as a result of Customer or third party maintenance, fuel gas quality, outside mechanical or electrical forces. iii) Negligent acts or intentional misconduct by any Person or Persons other than the Contractor's personnel or subcontractors that impairs the operation of the Equipment. iv) Damage to the Equipment or, any components associated with the Equipment because of fire, theft, or other risks now or hereafter normally covered by an "all risks" policy of insurance, including extended coverage. v) The Customer's installation of additional equipment to the Equipment after the Effective Date and without prior written approval of the Contractor. vi) Operation of the Equipment by the Customer not in compliance with the Equipment manufacturer's standard operating parameters or any project specific requirement. vii)Repairs, adjustment, or maintenance caused by fuel gas quality not meeting the manufacturer's requirements as specified in TI 1000-0300, fuel pressure fluctuations, disturbances, disruptions, Customer's fuel supply or process. 4 viii) Electrical fluctuations, disturbances, or disruptions, reasonably demonstrated by the Contractor to not have been caused by the Equipment. ix) Basic troubleshooting capable of being performed by the Customer, including visual inspection, tightening of clamps, bolts, screws to stop small coolant or lube oil leaks, tightening of wires and wire terminations should there be loose wires, refilling of lube oil and coolant as required to maintain system, initial inspection of system warnings, restarting of equipment after warnings or shutdowns, exchange of minor components, and other similar minor type repairs not detrimental to safe operation of the Equipment. A $500.00 deductible shall be charged for each corrected repair call that should have been handled by Customer personnel. x) Emissions Testing xi) Additional costs incurred by Contractor for Services required for the Equipment, resulting from Customer shutdown of the Equipment for a period of time equal to or greater than three (3) months. xii)Additional costs incurred by Contractor for Services required for the Equipment resulting from improper or inadequate maintenance and/or repair services performed by or on behalf of the Customer prior to the Effective Date. xiii) Failures in installation or operation of non-Contractor provided or commissioned components, interfaces, or equipment resulting in damages to Contractor provided equipment covered by this Agreement. xiv) Rigging and removal of Equipment for major repairs. These are defined as repairs involving removal and replacement of the engine, generator, and gearbox for major repairs during scheduled or corrective repair incidents. xv)Assembly or disassembly of walls, building components, structures, roofs, equipment or any other constraints to gain access to Equipment for performance of planned maintenance, component replacement or corrective repairs. g) Contractor's Conduct. i) Contractor will perform its Services in a workmanlike, neat and orderly manner. The Contractor will use reasonable efforts in performing the Services so as to avoid errors. The Contractor shall take into account any and all applicable plans and/or specifications furnished by the Customer to the Contractor. ii) In performing the Services, Contractor's employees will work at all times in a safe and workmanlike fashion conforming to the requirements of the Occupational Safety and Health Act of 1970 (OSHA) and all other applicable federal, state, and local laws and regulations relating to safety and health in providing such services. Customer shall provide a work area conforming to said laws and regulations. 5 iii) Contractor's employees shall be subject to Contractor's customary background screening, drug, alcohol, and physical testing. iv) The Contractor shall observe the Customer's project specific safety and security policies, provided that these policies have been communicated to the Contractor in writing. v) The Contractor will take all reasonable and customary safety precautions in connection with the work to be performed by, at, and around the Equipment. The Contractor will give all notices and will comply with all notices and applicable laws (including OSHA, if applicable) in connection with the performance of its services. If either Party discovers a safety violation such Party will immediately notify the responsible Party of such violation in writing except that no Party is obligated to perform any work on the Equipment unless and until the safety violation is corrected. 4) OBLIGATIONS OF THE CUSTOMER The Customer shall be responsible for the following: a) To keep a daily operation log for the Equipment reflecting operation, inspections and maintenance work, outside services and analytical reports. b) To operate the Equipment in such a way the engines/modules (if more than one) are working for nearly the same operating time in order to enable their simultaneous maintenance. c) To operate the Equipment only within the limits of the Technical Instructions and the manufacturer's warranty provisions. d) To not make or implement any changes or modifications of the operating parameters of the Equipment except in case of an emergency to prevent damage to persons and/or property. The Customer shall notify the Contractor in a reasonable timeframe of any such changes or modifications. e) To provide all oil and grease necessary for the operation and maintenance of the Equipment. f) To monitor lube oil levels on a daily basis, add lube oil as required, and ensure the Equipment is not operated without required levels of lube oil. Carry out individual lube oil samples using Contractor provided oil sample kits. The results of the lube oil analyses must be forwarded to the Contractor promptly. All makeup oil, oil changes, and lube oil samples must be recorded in the daily operation log. g) To carry out the disposal of used oil from the Equipment in a lawful fashion. 6 h) To perform routine daily, weekly, and monthly maintenance and inspections as called for in the manufacturer's maintenance schedule(s). These tasks are defined as "independent of the number of operating hours". i) To comply with all manufacturers' requirements for lubrication, lubrication change intervals, installation parameters for equipment installed, cooling water quality, anti-freeze and anti-corrosion compounds and fuel gas quality. j) To provide all necessary fuel for operations. The fuel provided by the Customer must meet all required fuel specifications for the Equipment. k) To provide the Contractor promptly with fuel gas analyses, which must be carried out by the Customer every three (3) months. The Contractor is not liable for damages, repairs, or adjustments resulting from unacceptable fuel gas quality. 1) To provide Contractor, free of charge, a secured room suitable for storage at site. m) To permit the Contractor to carry out scheduled maintenance and repair work during normal working time from 7:30 a.m. to 5:00 p.m. from Monday to Friday. n) To notify the Contractor in writing of any additional non-contract maintenance, repair, or testing required and to permit the Contractor access 24 hours/day, 7 days/week in order for the Contractor to provide these non-contract maintenance, repair, and testing services. o) To provide all coolant for the Equipment. Coolant must meet manufacturer's specifications. p) To inspect and maintain coolant at required levels. q) To provide all necessary permits and approvals for operation of the Equipment, including but not limited to EPA identification numbers for disposal of used oil and hazardous waste if required. r) To provide all necessary utilities for operations of the Equipment including, but not limited,to: (i) Service electricity (ii) Provide water of appropriate qualities for the different services at the site (iii)Lighting. s) To provide and maintain all necessary piping, wiring and equipment up to the applicable terminal points of the Equipment. t) To provide business and commercial interfaces with the electric utility and fuel supplier(s). u) To identify and provide contact data for emergencies 24-hours/day, 7-days/week. 7 v) To provide telephone modem or Internet connections and communications services for use by Contractor if remote monitoring is required or provided. w) 24-hour, 7-day/week access to the system. 5) REMUNERATION a) During the Term, the Customer shall pay to the Contractor for the Services, excluding the major overhaul at 60,000 OPH, remuneration based on the actual operating hours of each engine/module included in the Equipment at the rate of$19.58 per operating hours (the "Base Rate"); provided that the remuneration shall not be less than $32,580 per calendar quarter. b) Additionally, upon achieving the 60,000 OPH interval and provided the Customer has issued the Contractor a Purchase Order, Contractor will invoice Customer the Base Rate amount of$458,200.00, plus applicable annual escalator amounts for the performance of the major overhaul. Upon satisfactory completion of the Services for which the Total invoice is based, Customer will make payment to Contractor, thirty (30) days after the receipt of a proper invoice. c) The Base Rates are based on the Contractor's 2015 price list. The Base Rates for each calendar year, during the Term of this Agreement, shall be adjusted annually for the average annual percentage change in costs through December 3 1' of the prior year. Base Rates price adjustments shall be effective January 1 of each year, during the Term of the Agreement, and shall be based on U.S. Bureau of Labor Statistics (`B.L.S.") Import Price Indexes and the appropriate C.P.I. as noted below. Price adjustments shall be calculated by the end of January, for the prior year, using the defined B.L.S. indices. All price adjustments shall be effective January 1. In the event the specified indices are discontinued by the B.L.S., the Parties shall negotiate and agree upon reasonably equivalent indices for annual price adjustments. The adjusted prices shall be determined as follows: Po =Base rates at close of current calendar year. P=New prices following adjustment effective January I of each year calculated as follows: 55% M =Material, U.S. B.L.S., U.S. Import Price Indexes, Germany-Manufactured Articles where; Mi =new January 1 period and Mo=previous January 1 period. 45% L=Labor, U.S. B.L.S. C.P.I., Western Urban-All Urban Consumers (Series 1D CUUROl00SAO)where; Li =new January 1 period and Lo= previous January I period. 8 All adjustments shall be made on a blended calculation, using the stated percentages and references as follows;P=Po * (45% Li/Lo+ 55% Mi/Mo). Annual adjustments shall not exceed 5 %annually during the initial three(3) years of the Term of this Agreement, not including changes in cost of lubricating oil if included herein. d) The Customer shall also pay (or reimburse the Contractor for) any and all Taxes under any existing or future Laws imposed on the Contractor or as to which the Contractor shall have any obligation to collect with respect to or relating to this Agreement,the Services of the performance by the Contractor or any of the obligations hereunder except only United States Taxes and State Taxes on or measured by the net income of the Contractor. e) Billing shall be made monthly and payment will be due thirty (30) days after the date of the invoice subject to Contractor's credit approval. Without limiting the rights and remedies available to the Contractor under this Agreement and applicable Law, all payments not received by the Contractor within such thirty (30) day period shall,to the extent permitted by applicable Law, bear a late charge of 1.8%per month on the unpaid amount until paid in full. All payments shall be check or wire transfer as decided by Customer. Credit card payments are specifically excluded f) If during the Term of this Agreement, any new legislation, taxes, or regulations are established relating to oil, used oil, or other waste removal requirements or fees the Contractor shall be entitled to pass such charges on to Customer if such services form a part of this Agreement. 6) INSURANCE a) The Contractor shall provide and maintain insurance coverage as provided for in the Certificate of Insurance enclosed with Annex V herein. 7) TECHNICAL INSTRUCTIONS a) The manufacturer(s) of the Equipment may from time to time revise the Maintenance Schedule and/or Technical Instructions applicable to the Equipment. The Contractor shall provide to the Customer copies of the latest editions of Maintenance Schedules and/or Technical Instructions furnished to the Contractor by such manufacturer. b) The Parties shall make good faith efforts to agree upon whether any such revised Maintenance Schedule or Technical Instructions shall apply under this Agreement. The Contractor shall be entitled to an equitable adjustment to remuneration to be paid by the Customer under this Agreement in the event that any changes increase the cost or expense to the Contractor of providing the Services. 8) ASSIGNMENT 9 Neither Party shall have any right or power to assign this Agreement in whole or in part nor to delegate any of its obligations under this Agreement except in connection with the merger of a Party or the sale of substantially all of a Party's assets and business or except with the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment without the required consent of the other Party shall be null and void. Nothing contained herein shall restrict the Contractor from subcontracting portions of its work, provided that the Contractor shall remain responsible to the Customer for the performance by the subcontractor. 9) RESTRICTIONS The following restrictions shall apply throughout the Term and for a three (3) year period following the end or termination of the Term. a) Neither Party will solicit or employ any of the employees of the other Party so long as they are employed by such Party, and for a period of six (6) months following the termination of their employment, without obtaining the prior written consent of the respective Party. 10)TERMINATION a) This Agreement maybe terminated prior to the end of the Term only as follows: i) By the Customer and the Contractor by a written instrument executed by each of them; ii) By the Contractor upon not less than thirty (30) days advance notice to the Customer (which notice shall state in reasonable detail the circumstances giving rise to the exercise by the Contractor of its right of termination) in the event of a material breach by the Customer of this Agreement which is not cured prior to the end of such period; provided that the Contractor shall be required to only give ten (10) days advance notice in the case of any failure of the Customer to make any payment to the Contractor as required under this Agreement; iii) By the Customer upon not less than thirty 30) days advance notice to the Contractor (which notice shall state in reasonable detail the circumstances giving rise to the exercise by the Customer of its right of termination) in the event of a material breach by the Contractor of this Agreement which is not cured prior to the end of such period; provided that the period shall be extended beyond the thirty (30) days if the claimed breach is not reasonably capable of being cured within such thirty (30) day period as long as the Contractor shall continue to use good faith and reasonable efforts to cure the claimed breach; iv) By a Party without notice or further action of any kind in the event of a Bankruptcy Event with respect to the other Party; v) By a Party by notice to the other Party in the event any Law, or any order,judgment or decree of any Governmental Entity of competent jurisdiction, shall be enacted, 10 issued or enforced, or made applicable hereto, which makes any material part of this Agreement or the arrangements contemplated herein unlawful; or vi) Termination or expiration of this Agreement in accordance with its terns shall not affect or impair(a) any rights, obligations or liabilities existing or arising under this Agreement prior to such termination or expiration, (b) any rights, obligations or liabilities under this Agreement that are expressly to survive the termination or expiration of this Agreement, or (c) any rights, obligations or liabilities accruing or arising under any other agreement between any one or more of the Parties or their Affiliates. b) Notwithstanding anything to the contrary contained in this Agreement, the Contractor shall have the right to suspend performance of any of its obligations under this Agreement in the event and during any period that the Customer has not paid the Contractor any amount due under this Agreement. 11)DISCLAIMER AND LIMITATION OF LIABILITY a) The Customer agrees that the Contractor will not be liable to the Customer, and the Customer will not make any claim against the Contractor or any of its Affiliates, employees, or agents, except only for Contractors gross negligence in rendering the Services or its willful and continuous failure to render the Services. b) THE CUSTOMER ACKNOWLEDGES AND AGREES THAT EXCEPT AS PROVIDED IN THE AGREEMENT, THE CONTRACTOR MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEEES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PERFORMANCE, VALUE, UTILITY, SAFETY, COMPLIANCE WITH LAWS, OR OTHERWISE WITH RESPECT TO THE EQUIPMENT OR THE PARTS, TOOLING AND CONSUMABLES TO BE PROVIDED, OR THE SERVICES TO BE PERFORMED HEREUNDER,THE RESULTS OBTAINED THEREBY,NOR IS IT MAKING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. THE MANUFACTURERS WARRANTY,IF ANY WITH RESPECT TO THE EQUIPMENT, PARTS,TOOLING AND CONSUMABLES SHALL BE THE ONLY WARRANTY APPLICABLE THERETO. c) Without limiting the generality of the foregoing, neither Party shall be liable for special, incidental, consequential, punitive or exemplary damages or for loss of profits, loss of time, inconvenience, loss of use of the Equipment or similar damages. d) Except as provided in Section 12 of this Agreement, notwithstanding anything else to the contrary contained herein or otherwise, in no event shall the Contractor be liable to the Customer for any amount in excess of the Base value of this Agreement.. 11 12)INDEMNIFICATION a) To the fullest extent permitted by law,the Contractor shall defend, indemnify and hold harmless Customer and its Affiliates, and their officers agents, directors or employees (collectively referred to as the "Indemnities"), and each of them, against and from any and all allegations, losses, claims, liabilities, damages, fines and penalties or costs of whatsoever nature (including reasonable attorneys' fees), attributable to bodily injury, sickness, disease or death, including, without limitation any claims resulting from any injury or death of any employee or Contractor or its subcontractors, or to injury to or destruction of tangible property arising out of or resulting solely from negligent acts or omissions of Contractor or its subcontractors; or solely arising out of, resulting from or relating to: (A)the presence, discharge or release of petroleum, oil, or hazardous or toxic wastes, substances or materials, as those terms are defined in applicable federal, state and local environmental statutes, regulations and guidance documents arising out of, resulting from or relating to the Equipment sold, or Services provided, under this Agreement and attributable to any negligent or improper act or omission of Contractor or its subcontractors, or: (B) any negligent or improper act or failure to act by Contractor or its subcontractors pursuant to the terms and conditions of this Agreement. In the event that any claim is made or any action or proceeding is brought against the Indemnitees, or any of them, such Indemnity may, by notice to Contractor, require Contractor, at Contractor's expense, to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Indemnity, which approval shall be deemed to have been given hereby in the case of counsel acting for the insurance underwriters of Contractor engaged in such resistance or defense. b) To the fullest extent permitted by law,the Customer shall defend, indemnify and hold harmless, Contractor and any parent, subsidiary, successor, assign, contractor, sub- contractor or affiliated entity of Contractor(however organized), and their officers, directors, employees, agents, representatives and equity holders from and against any and all allegations, losses, claims, liabilities, damages, tines and penalties or costs of whatsoever nature (including reasonable attorneys' fees), and whether by reason of death or injury to any person, or loss of or damage to any tangible property or otherwise resulting solely from the negligent acts or omissions of Customer; or solely arising out of, resulting from or relating to: (A) the presence, discharge or release of petroleum, oil, or hazardous or toxic wastes, substances or materials, as those terms are defined in applicable federal, state and local environmental statutes, regulations and guidance documents arising out of, resulting from or relating to the Equipment sold, or Services provided, under this Agreement and not attributable to any negligent or improper act or omission of Contractor or its subcontractors, or: (B) any negligent or improper act or failure to act by Customer pursuant to the terms and conditions of this Agreement. In the event that any claim is made or any action or proceeding is brought against the Contractor for which it intends to seek indemnification hereunder, Contractor shall promptly notify Customer, and Customer may by notice to Contractor, at Customer's expense, resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior reasonable approval of Contractor, which approval shall be deemed to have been given hereby in the 12 case of counsel acting for the insurance underwriters of Customer engaged in such resistance or defense. 13)FORCE MAJEURE EVENTS Each Party shall be excused from its obligations under this Agreement and shall have no liability for any resulting damage in the event and to the extent that its performance (other than a payment obligation) is delayed or prevented by any circumstance reasonably beyond its control, including, without limitation, any fire, flood, epidemic, shortage of transportation, shortage of raw materials or delay in the delivery thereof, explosion, act of any Governmental Entity, any existing or future Laws, any legal interferences or restrictions, act of God or of the public enemy, strike, walkout, other labor dispute, riot or other civil disturbance, or act of terrorism (any such circumstance being referred to herein as a"Force Majure Event'). 14)ADDITIONAL TERMS a) All notices, requests, waivers, consents and other communications under the Agreement directed to either Party shall be in writing and shall be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid or certified, return receipt requested) to such Party at the following addresses of facsimile numbers or to such other address or facsimile number as either Party shall have last designated by notice to the other: If to the Customer: David Ready, City Manager Address: 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263-2743 Fax Number: 760-323-8207 If to the Contractor: Richard Whittemore, Vice President Address: 8330 State Road Philadelphia PA 19136 Fax Number: 215-332-3445 All such communications shall, if delivered personally as provided in this Section 14 or by mail in the manner and to the address provided in this Section 14 be deemed given upon receipt. b) The Annexes are incorporated herein by reference. This Agreement and the Annexes constitute the final, complete and entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, or the Parties, and there are no warranties, representation or other agreements between or among the Parties 13 .. ._. _._... . in connection with the subject matter hereof except as specifically set forth herein. c) This Agreement may be amended only by an instrument in writing duly executed and delivered by or on behalf of each Party hereto. This Agreement shall be construed and enforced in accordance with and governed by the internal laws of Pennsylvania applicable to contracts made and to be performed entirely within such State, without regard to conflicts of law principles. d) Any waiver of any breach of or failure to comply with any provisions of this Agreement shall be in writing and approved an executed by the Party which is not in breach of or non-compliance with this Agreement. Any such waiver shall not be interpreted as or constitute a continuing waiver of the relevant provision or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement. e) This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. f) In the event that any provision of this Agreement is declared to be void or unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect to the extent feasible in the absence of the void and unenforceable provision. The Parties furthermore agree to execute and deliver such amendatory contractual provisions to accomplish lawfully as nearly as possible the goals and purposes of the provision so held to be void or unenforceable. 15)Except as contemplated in Sections 11 and 12 this Agreement is intended to be for the sole benefit of the Parties, and it is not the intention of the Parties to confer third party beneficiary rights or remedies upon any other Person. 16)The provisions of sections 5, 10, 11, 12 and 14 shall survive termination or expiration of this Agreement. 17)The relationship between the Contractor and the Customer under this Agreement is that of independent contractors and not of employer-employee or principal-agent. The Contractor is not the legal representative of the Customer under this Agreement, nor is the Customer the legal representative of the Contractor under this Agreement. Neither the Contractor nor the Customer has the right or authority to assume or undertake any obligation or make any representation on behalf of the other. 14 18)IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as to the date and year first above written. THE CUSTOMER By! 1� APPROVED BY CITY MANAGER AJOUtS �(� Its: THE CONTRACTOR/ ` ATTEST: BY '_ ",. f y 7 2&/S^ -City Clerk --^ J� Its: Ulm /IrQ/G%�"-.-/ APPROVED BY CRY COUNCL \•'�•1� 2S L��j� A$TO FO tZ AT10v EY pATQ, • 30. 15" 15 ANNEX Certain Definitions A. The following terms used in the Agreement have the following respective meanings unless the context clearly requires otherwise. "Affiliate"means, in the case of a particular Person, any other Person that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person and words of correlative meaning means the power, direct or indirect,to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. "Bankruptcy Event"means, with respect to a Person, (a)the adjudication of such Person as bankrupt or insolvent or the filing by such Person of a petition or application to any tribunal for the appointment of a trustee or receiver of such Person or any substantial part of the assets of such Person, or(b) the commencement of any voluntary or involuntary bankruptcy proceedings,reorganization proceedings or similar proceeding with respect to such Person or the entry of an order appointment a trustee or receiver or approving a petition in any such proceeding or(c) the making by such Person of an assignment for the benefit of creditors of all or substantially all of its assets or the admission by such Person in writing of inability to pay its debts as they become due. "Base Rate" has the meaning set forth in Section 5. "Equipment" means the list of covered equipment as detailed in Annex 11. "Effective Date"means the date the Agreement has been signed by both Parties. "Facili " means the premises at which the Equipment is installed. "Force Majure Event" has the meaning set forth in Section 13. "Governmental Entity"means any United States,state, local or foreign court or government, governmental authority, governmental commission, governmental agency or political subdivision whatsoever. "Hazardous Materials" means toxic substances, hazardous substances, or hazardous wastes as such terms are defined in any law, statute, ordinance, or regulations promulgated by any national, federal, state or local government authority. "Laws" means and includes any and all laws, statues, treaties, rules, regulations, ordinance, principles of common law, and other pronouncements having the effect of law in the United States of American or any state, county, city or other political subdivision or of any governmental or regulatory authority or any foreign jurisdiction or multinational organization. 16 "Maintenance Schedule" means the Maintenance Schedule attached as Annex III as the same may be amended from time to time as provided herein. "Person" means any individual, corporation, partnership, Limited Liability Company, trust, business organization, Governmental Entity or other entity whatsoever. "Services" shall mean only those Services described in Annex III. "Taxes" means all United States state local, foreign, and other gross income, gross receipts, profits, goods and services, social security, sales, use ad valorem, single business,transfer, franchise,profits, license, lease, service, service use, withholding, payroll, employment, excise, business license, occupation, real property gains, severance, stamp, occupation, premium,property, windfall profits, customs, duties, or other taxes, fees, assessments, environmental, alternative minimum, windfall and capital taxes, and all other obligations of the same or a similar nature to any of the foregoing, together with any interest and nay penalties, additions to tax, or additional amounts with respect thereto. "Term" has the meaning set forth in Section 2. "Technical Instructions"means the Technical Instructions attached hereto as Annex IV. These may be amended from time to time as provided herein. B. Unless the context of this Agreement requires otherwise, (i) words of any gender include each other gender; (ii)words using the singular or plural number also include the plural or singular number, respectively, (iii)the terms"herein', "hereby" and derivative or similar words refer to this entire Agreement; (iv)the term"Section'or"Annex" refers to the specified Section or Annex of this Agreement. This Agreement is being entered into by and among competent and sophisticated parties who are experienced in business matters. Therefore, any ambiguous language in this Agreement will not necessarily be construed against any particular party as the drafter of the language. 17 ANNEX II List of Covered Equipment 1. One (]) GE Jenbacher JMS 416 engine-generator set 2. One(1) GE Jenbacher MANE XT control panel 3. One (1) MIRATECH SCR/Oxidation Catalyst System 18 ANNEX 111 Description of Maintenance Services and Maintenance Schedule Western Energy Systemsa will provide Silver Services as specifically described in Annex Ill enclosures. 19 ENERGY SYSTEMS Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation •Landfill •Biogas SILVER Program for City of Palm Springs— 1 x JMS 416 SILVER programs provide scheduled, defined GEJ maintenance, services, and component replacement by WES factory trained and qualified technicians. Inspections and service are subject to OPH and not driven by kWh or load factor. Customer personnel perform routine daily, weekly, monthly inspections and services highlighted in yellow on the GEJ Maintenance Schedule. Customer personnel perform the following: • Routine daily, weekly, monthly inspections and services as called for in GEJ "Maintenance Schedules" for the specific project. Typical inspections and services include: o Daily visual inspection for coolant, exhaust, and fuel gas leaks; inspection of vibration dampers; inspect fuel gas piping and drain condensate; inspect heat exchangers and coolant piping, drain condensate as required; check and maintain strainers and filters. o Daily entries and updating of Operating Logbook documents. o Daily checks of manometer readings at air intake filter housing. o Cleaning of air intake housing and replacement of air filter(s) as required between scheduled maintenance intervals by Customer. o Daily checks of engine oil pressure and replacement of oil filter if required between scheduled maintenance intervals by Customer. o Weekly ignition voltage inspections and recording of measurements, inspection and re-gapping of spark plug electrodes as required to accomplish GEJ projected intervals. (WES allows for and provides spark plugs based on GEJ projected useful life for natural gas and clean biogas applications. Estimated useful life of spark plugs on natural gas or clean biogas varies by Type engine however is subject to fuel gas quality, engine operation,and spark plug maintenance.Additional quantities of spark plugs beyond GEJ projected useful life will result in additional charges) o Monitor and draw tube oil and coolant samples on a scheduled basis. o Monitor and draw fuel gas samples for testing by WES or fuel system testing as may be required to determine compliance with GEJ requirements per TI 1000-0300. o Monitor and add coolant, coolant inhibitor,and tube oil as required. o Customer personnel will provide and add make up tube oil, provide tube oil for oil changes by WES during planned maintenance intervals, and will dispose of used oil at GEJ defined maintenance intervals however subject to tube oil analysis and lube oil condition. o Inspect, clean, and maintain engine starting batteries, cables,and terminals. o Inspect coolant levels, pressures, and draw coolant samples annually. o Grease generator bearings per generator manufacturer's requirements A Division of Penn Power Group Alaska Office; 700 W 59�Avenue,Suite G,Anchorage,AK 99518(T)907.569.1090(F)907.569.1091 Bay Area Office:23785 Cabot Blvd.Suite 304,Hayward,CA 94545(T)510.265.0581 (F)510.265.0581 oecwom Orange County Office:499 Nibus Street, Unit B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office;8330 State Road,Philadelphia,PA 19136-2986(T)215.335.5010(F)215.335.2163 www.weesys.com WES factory trained and qualified technicians provide the following services: • Perform planned maintenance, inspections, component replacement, minor, and major overhauls at GEJ recommended 2000 OPH service intervals for each Jenbacher engine-generator set. • Review Owner daily entries and updating of Operating Logbook documents • Provide lube oil sample kits for use by Owner to draw oil samples per GEJ recommendations. • Review lube oil samples for Owner and provide comment as required. • Conduct coolant testing on an annual basis and provide reports to Owner. • Inspect DLANE controls, program settings; download operating systems for trend analysis and review of system performance. WES factory trained and qualified technicians will perform the following inspections and services at GEJ recommended 2000 OPH intervals. Inspections and services vary depending upon total OPH on the units. Inspections and services are subject to OPH and not driven by KWh or load factor. • 2000-4000-6000-8000-12,000-14,000-16,000-18,000-22,000-24,000-26,000-28,000-32,000-34,000-36,000- 38,000- 42,000- 44,000- 46,000- 48,000- 52,000- 54,000- 56,000- 58,000- 62,000- 64,000- 66,000- 68,000- 72,000- 74,000- 76,000- 78,000 & 82,000 OPH intervals: o Review Owner daily entries and updating of Operating Logbook documents o Inspect MANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect, adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) o Inspect rocker arms,valve lifters, adjusting screws,tappets,and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain, and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris, clean as required, inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection, re-gapping, and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect, clean, adjust, and lubricate regulator rod linkage as required. o Inspect, clean, and adjust throttle valve. o Inspect, clean, lubricate, and adjust throttle valve: actuator control rod assemblies. o Inspect plate and frame heat exchangers, measure and record differential pressures, disassemble, clean, and reassemble heat exchangers as required. o Inspect gas train filter and clean filter housing. o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of: • Inspect and lubricate generator bearings per manufacturer's requirements. • Inspect and clean generator compartment,cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. WES factory trained and qualified technicians will perform the following inspections and services at 10,000- 50,000& 70,000 OPH intervals. This will include the following: o Review Owner daily entries and updating of Operating Logbook documents o Inspect MANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect, adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection(recession) o Inspect rocker arms,valve lifters, adjusting screws,tappets, and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain, and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required,inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection, re-gapping, and changing of spark plugs. o Inspect and clean crankcase ventilation system, replace filter cartridge and media o Inspect, clean,adjust, and lubricate regulator rod linkage as required. o Inspect, clean,and adjust throttle valve. Inspect and install new bearings as required. o Inspect, clean, lubricate, and adjust throttle valve: actuator control rod assemblies. o Inspect plate and frame heat exchangers, measure and record differential pressures. o Inspect gas train filter,clean filter housing, and install new gas train filter element. o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of. • Inspect and lubricate generator bearings per manufacturer's requirements. • Inspect and clean generator compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. o Inspect turbocharger, intake compressor housing and wheel assembly, exhaust housing and wheel assembly, check and record end play to determine turbocharger condition. o Inspect engine cooling pump and check for wear and leaks. o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly. o Inspect exhaust manifold assembly, inclusive of insulation, flexible compensators,and mounting hardware. WES factory trained and qualified technicians will perform the following inspections and services at 20,000- 40,000 & 80,000 OPH intervals. This will include the following: o Review Owner daily entries and updating of Operating Logbook documents o Inspect Di.ANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect,adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection (recession) o Inspect rocker arms,valve lifters, adjusting screws, tappets, and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain,and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris, clean as required, inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Inspect ignition plug sockets and springs. • Inspection,re-gapping, and changing of spark plugs. o Inspect and clean crankcase ventilation system, replace filter cartridge and media o Inspect,clean, adjust,and lubricate regulator rod linkage as required. o Inspect,clean, and adjust throttle valve. Inspect and install new bearings as required. o Inspect, clean, lubricate,and adjust throttle valve: actuator control rod assemblies. o Inspect plate and frame heat exchangers,measure and record differential pressures. o Inspect gas train filter,clean filter housing,and install new gas train filter element. o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of. • Install new generator coupling. • Install new generator bearings per manufacturer's recommendations. • Inspect and clean generator compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. o Remove and recondition turbocharger assembly. o Install exchange engine cooling pump. o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly. o Inspect exhaust manifold assembly, inclusive of insulation, flexible compensators, and mounting hardware. WES factory trained and qualified technicians will perform a minor overhaul at GEJ recommended 30,000 OPH interval, inclusive of the following inspections,services, and scheduled component replacements. o Review Owner daily entries and updating of Operating Logbook documents o Inspect DEANE controls, program settings; download operating systems for trend analysis and review of system performance. o Inspect, adjust and record data for: • Intake and exhaust valve to valve lifter clearances • Intake and exhaust valve lash adjustments • Intake and exhaust valve stem projection (recession) o Inspect rocker arms,valve lifters, adjusting screws,tappets, and lock nuts o Inspect valve cover gaskets and replace as required. o Inspect, maintain, and make adjustments to ignition systems inclusive of: • Inspect and tighten connections and terminals at ignition box. • Inspect ignition harness. • Inspect ignition pickups for debris,clean as required, inspect mounting distance. • Inspect ignition coils and record ignition voltages. • Install new spark plug sockets and springs. • Inspection, re-gapping, and changing of spark plugs. o Inspect and clean crankcase ventilation system,replace filter cartridge and media o Inspect,clean, adjust,and lubricate regulator rod linkage as required. o Inspect,clean, and adjust throttle valve. Inspect and install new bearings as required. o Inspect,clean, lubricate, and adjust throttle valve: actuator control rod assemblies. o Inspect plate and frame heat exchangers,measure and record differential pressures. o Inspect gas train filter, clean filter housing,and install new gas train filter element. o Inspection of the electrical generator assembly, interior compartments, assembly, generator bearings, and generator coupling inclusive of. • Inspect and lubricate generator bearings per manufacturer's requirements. • Inspect and clean generator compartment, cooling air intake and outlets. • Inspect auxiliary wiring for chafing and terminations. • Inspect and check surge suppressor, varister and rectifier diodes per manufacturer's recommendations. o Inspect turbocharger, intake compressor housing and wheel assembly,exhaust housing and wheel assembly, check and record end play to determine turbocharger condition. o Inspect engine cooling pump and check for wear and leaks o Inspect electric starter motor for proper operation. o Inspect gas mixer assembly. o Inspect gas mixture bypass valve. o Remove and install a new torsional vibration damper. o Inspect GEJ Diane XT control cabinets and install new filters on fan-ventilator plates. o Remove cylinder heads and install GEJ exchange cylinder heads. Cores will be inspected for reusability and returned for core credit. Partial or full core charges apply if cylinder heads are found to be not in acceptable condition. o Inspect rocker arm mechanisms and valve train regulation, inspect and record valve recession. o Remove cylinder kits and install new components inclusive of: • Pistons, piston rings, and piston cooling devices • Cylinder liners and scraper rings • New connecting rod bearings. • New connecting rods. o Inspect camshafts and cam follower assemblies. Install new valve tappet adjusting screws and nuts. Additional charges apply if camshafts and cam follower assemblies require replacement. o Remove and inspect main bearings. Additional charges apply if bearing(s)need to be replaced. GEJ 60,000 operating hour intervals provide for major overhauls on natural gas and non-natural gas applications. WES performs major overhauls utilizing GE Jenbacher re-manufactured, exchange long engine block assemblies in order to minimize downtime. Depending upon the Type engine, GEJ Exchange engine blocks include the following services and components: • Cylinder block assembly has been inspected, crankshaft gallery bored and machined as required, cylinder packing bores inspected,machined,and re-sealed as required. • New,updated pistons,piston rings, cylinder liners • New connecting rods(updated to latest style) • New,updated main,rod,and thrust bearings • New,updated camshafts • New,updated camshaft bearings • Reconditioned crankshaft ii • New front and rear crankshaft seals incorporating latest technology >p'cal'rype 3 Long 13iock • New vibration dampers • Reconditioned front and rear gear trains with GEJ exchange gear wheel assemblies, new gear train bushings and bearings • Reconditioned engine lube oil pump • Updated lube oil filter assemblies • GEJ exchange water pump • GEJ exchange cylinder heads with new, updated valve seats, new intake and exhaust valves, new valve springs,rotators, and keeper assemblies. • Reconditioned rocker arm assemblies with new tappets and adjusting screws. • Complete new, updated ignition system with ignition rail, external ignition coils,wires,spark plug sockets,and ignition box. Upgraded Ignition Boxes IC 500-IC 920-IC 922 Replacements vary depending Typical Updated Ignition Rail on original ignition box. • New spark plugs • GEJ exchange electric motor starter • Reconditioned exhaust manifolds with new x compensator segments, gaskets, seals, and upgraded exhaust manifold insulation. (Long block only,inspected on short block) • Reconditioned intercooler • Updated Exhaust Manifolds • New thermocouples • Updated Flexible Compensators • Updated Manifold Insulation • New turbocharger with external insulation • Upgraded exchange turbocharger bypass 7intercoolers; J factory cleaned and pressure tested • GEJ exchange intercooler console with new throttle valve upgrade turbo bypass valves • Reconditioned throttle actuator assembly • Reconditioned gas mixer assembly Updated Exchange Type 3 Gas Mixer Long blocks provided with updated gas version with internal actuating mechanism and sensor. WES Major Overhaul Field Services • Removal of old engine and generator. • Provide and reinstall GEJ exchange block assembly. • Inspection of gas train and gas train safety devices. Install new gas regulator diaphragms. • Removal of electric generator assembly for reconditioning: o The generator is reconditioned by a factory qualified electric supplier and will include the following: • Disassembly, cleaning, inspection of stator,rotor,and windings • Inspection of R'1'D's(if so equipped) • Vacuum and pressure test, clean, degrease, and epoxy impregnation of windings • New generator bearings • Reassembly of generator assembly and bench power testing. • Inspection and testing of voltage regulator and power factor cards o Delivery and reinstallation of electric generator assembly to frame rails • Provide and install new generator-engine coupling. • Inspect plate and frame heat exchangers for repairs or resealing. • Supply and installation of new coupling assembly and rim. • Supply and installation of new sylomer strips, new rubber mounts between engine, generator, and engine-generator frame assembly. • New air intake filter • Cold and hot alignments of engine and generator assembly • Inspection of CANBUS and Ethernet cables FROM Di.ANE panel to M I panel. • Engine-generator set vibration testing and documentation • Engine-generator set startup, performance testing, and startup documentation • Updated parts and service manuals and CD's. (Long Block only) NOTE: All items involving inspection, for all operating hour intervals, may result in additional charges for parts and services required for reconditioning, replacement, or upgrading. These are provided as additional charge only because some or all of these items may have been addressed prior to scheduled service intervals, inspections, minor or major overhauls. Minimum Requirements for SILVER Programs 1. All WES LTSA offers are based strictly on WES Proposal Format, Programs, Form of Agreement, Terms and Conditions. 2. Equipment must be installed with reasonable access and must be available for planned maintenance and component replacement at WES request. 3. Equipment must be installed to GEJ Technical Instructions and installation requirements. 4. Fuel gas must comply with GEJ requirements per TI 1000-0300. 5. Coolant and lube oil must comply with GEJ requirements. Lube oil and coolant samples must be provided in accordance with manufacturer's requirements and forwarded to WES on a timely basis for review. Lube oil and coolant analysis reports must be part of Operating Logs and available for WES review. 6. Owner completed Operating Logs must provide daily operating details, maintenance tasks performed, and for Corrective Repair coverage, each maintenance task is to be documented in WES provided Maintenance Protocols, signed by the engineer and operator, and available to WES upon request. 7. Spark plug ignition voltages of individual spark plugs have to be recorded by means of a WES provided Maintenance Protocol for ignition voltages and available to WES upon request. 8. Owner personnel must promptly notify WES of any operational issues or irregularities that may require attention or repair. Exclusions The following exclusions apply unless specifically provided for in a WES proposal. 1. Maintenance, parts, labor, freight or services for any equipment not specifically included in our proposal. 2. Maintenance, parts, labor, freight, or services of any type not specifically performed or authorized by WES. 3. Increased quantities of spark plugs, filters, lube oil, coolant, or covered parts of any type required as a result of owner or third party maintenance, fuel gas quality,or outside mechanical or electrical forces. 4. Any consequential or contingent damages, costs, penalties,fines. 5. Equipment damages or repairs of any type associated with: a. Operator or other Owner personnel errors or negligence b. Weather related damages c. Short circuit or electrical failures d. Failures or damages of any kind associated with improper installation or operation e. Coolant or lube oil failures f. Owner control system induced failures g. Engine overspeeds or failures due to any type of centrifugal force h. Force Majure 6. Operation of the Equipment by the Owner personnel or Owner sub-contractor not in compliance with the Equipment manufacturer's standard operating parameters 7. Rigging and removal of equipment for major repairs 8. Assembly or disassembly of walls, building components,structures, roofs, equipment, or any other constraint(s)to gain access to equipment for performance of planned maintenance, component replacement, or corrective repairs. 9. Availability or Performance Guarantees are specifically excluded unless discussed and understood in advance of a WES commercial offer. SCR Maintenance Schedule and Milestones Continuous Duty Applications The schedule below outlines the maintenance tasks required to keep the SCR system functioning properly. Time intervals are a guideline only; actual site conditions will determine if the intervals can be lengthened or shortened. Daily —Customer Visual inspection of Dosing Box, Compressor, Urea Pump, SCR housing, SNQ control panel. Observe for leaks, unusual operation or noises. First 1000 Hours after Initial Commissioning-WeslemEner-ply m Sample Gas Filters Inspect and replace as required Sample Gas Pumps Flow test /clean diaphragms Dosing box inlet filter Check/clean as needed System operation Check Every 1000 Hours Scheduled Maintenance-Customer Sample Gas Filters Inspect and replace as required Every 2000 Hours Scheduled Maintenance-Customer Air Compressor Suction Filter Clean Reactant Filter Clean Reactant Pressure Check/adjust if needed Sample Gas Filters Inspect and replace as required System Operation and Performance Check Every 4000 Hours Scheduled Maintenance-WeslemEnerovSvsterr�s 2000 hour Maintenance Plus: Air Compressor Suction Filter Clean / Replace if needed • Compressor Vanes Check /Replace if needed • Reactant Filter Clean ! Replace if needed Enclosure Filters Clean Reactant Pump Clean Reactant Pulsation Dampener Check/adjust pressure Reactant Injector Clean and adjust Sample Pumps Flow test • Dosing Box 3-Way Valve Check operation Dosing Box Air Pressure Switch Check operation • System Operation & Performance Check Every 8000 Hours Scheduled Maintenance-Western Energy Slls�ns 4000 hour Maintenance Plus: Control Enclosure Filters Replace Reactant Pump Replace diaphragms • SCR Catalyst Inspect and Vacuum Clean (in place) OXI Catalyst Inspect and Chemical Wash • Measuring Cells Calibration check • Sampling Probe Clean Load Curve Check/Adjust as needed Sample Gas Cooler Block Clean Every 16000 Hours Scheduled Maintenance-WeslemEo= • 8000 hour Maintenance Plus: SCR Catalyst Remove, clean, replace gaskets OXI Catalyst Chem wash /Replace if needed Measuring Cells Cal check / Replace if needed Sample Pump Heads Replace Condensate Pump Heads Replace Every 22000 Hours Scheduled Ma Enemy • SCR Catalyst Replace Blocks as required ANNEX IV Technical Instructions The GE Jenbacher O&M manuals for the specific project provide Equipment specific Technical Instructions, maintenance, and product information. The following Technical Instructions may be additional to those provided in the GE Jenbacher O&M manuals for the specific project. The following Technical Instructions are incorporated herein by reference only. Copies will be made available upon written request. 1. 19003 0 Daily Inspection 2. TI 1000-0099A Approval Procedures for Lube Oils 3. TI 1000-0099B Limit Values for Waste Oil 4. TI 1000-0099C Procedure for Determination of Plant Specific Oil Life 5. TI 1000-0099D Initial pH Values of Used Lubricating Oils 6. TI 1000-0099K Analysis of Used Lubricating Oils 7. TI 1000-0112 Sampling Lubricating Oil 8. TI 1000-0200 Composition of cooling water in closed primary circuits 9. TI 1000-0201 Antifreezing compound 10. TI 1000-0204 Anti-Corrosive Additive for Cooling Water 11. TI 1000-0300 Fuel Gas Quality 12. TI 1000-1109 Lubricating oil for type 2, 3, 4 and 6 GE Jenbacher engines. 13. TI 1100-0110 Boundary Conditions for GE Jenbacher gas engines 14. T1 1 100-0111 General Conditions Operating and Maintenance 15. TI 1400-0091 Lack of Condensate-Fuel Gas 16. TI 2300-0005 Safety Instructions 20 ANNEX V W ES Certificate of Insurance 21 Policy Number: Date Entered: 10 Ol 2013 CERTIFICATE OF LIABILITY INSURANCE D6T29M2015YI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT The LOWa Group, Inc. NAME: 1109E High Street PRONE . . (610)327-1980 aC Not, (610)327-8267 E-MAIL Pottstown, PA 19464 ADDRESS: INSURER S AFFORDING COVERAGE NAIC p INSURER A:Gemini Insurance Co. INSURED Western Energy Systems; Northeast Energy SySte NSURER e:Liberty Insurance Underwriters, Inc. INSURER C:PNA Penn Detroit Diesel Allison, LLC DBA INSURER D:AIG 499 Nibus Street, Unit B INSURER E:Travelers Brea, CA 92821 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR REDYD POLICY NUMBER MMIDDNYYY MMIDDNWY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE E DAMAGE TO RENTED CLAIMS-MADE OCCUR VCGPOB0185 10/1/2014 0/1/2015 PREMISES(E...cuirnbr.al E MED EXP(Any one person) S n PERSONAL 6 ADV INJU RY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE $ 2 0 POLICY®JECOT LOG PRODUCTS COMPIOP AGG E 2,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident $ 7 ANY AUTO PALGM1000403 2/1/2015 /1/2D16 BODILY INJURY(Par person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) E AUTOS AUTOS HIRED AUTOS NON OWNED pp ac cident) DAMAGE $ AUTOS E A UMBRELLA LIAB OCCUR EACH OCCURRENCE g 5,000,000 EXCESS LIAB CLAIMS-MADE BE044059567 10/1/2014 10/1/2015 AGGREGATE E DED I I RETENTION$ $ W00.NER3 COMPENSATION PER OTN- WORKERSAND COMPENSATION EMPLOYERS'LIABILITY 1,I N IS ER ANY PROPRIETORIPARTNEIVEXECUTIVE NIA 30/1/2014 10/1/2015 EL EACH ACCIDENT $ 1 C OFFIOERNEMBER EXCLUDED? 6616007 (Mandatory In NH) EL.DISEASE-EA EMPLOYEE Is Ifyes.describe antler DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT 1$ D Pollution Liability PLS 1234618 10/1/2014 10/1/2015 $2,000,000 10/1/2014 10/1/2015 DESCRIPTION OF OPERATIONS I LO CATION 31 VEHICLES (ACORD 141.Add ldonal Remarks Schad ule,may be atlacbed If more space is requi red The City of Palm Springs, its officials, employees and agents are Additional Insured on a primary and noncontributory basis as required by written contract. Waiver of Suborgation in favor of Certificate Holder in regards to Workers' Compensation. CERTIFICATE HOLDER CANCELLATION City of Palm Springs SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 201 N. El Cielc Road ACCORDANCE WITH THE POLICY PROVISIONS. Palm Springs, CA 92262 AUTHORIZED REPRESENTATIVE y I l K. William Lowa III ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD Pmducedusing Fonms Boss Plus wflwam y,ww.FormsBoss comlmpressivePubllshing 8DO208-191T ANNEX V1 WES Schedule of Charges for Non-Agreement Maintenance, Repair and Testing Services 22 WESTE/�3N`R� ENERGY SYSTEMS Power Systems Specialists Gaseous Fueled Power Generation Systems Co-Generation • Landfill • Biogas SCHEDULE OF CHARGES Southern California-Oregon-Alaska January 1, 2015 1. Field Services Non-Contract Silver LTSA Gold LTSA a. Straight Time $120.00 $115.00 $110.00 b. Overtime "A" $180.00 $172.50 $165.00 c. Overtime "B" $240.00 $230.00 $220.00 Straight Time — Monday thru Friday, 8:00am to 5:00pm Overtime "A" — Monday thru Friday, all hours other than above, in excess of 12 (twelve) hours/day. Overtime "B" — Saturday and Sunday as well as any hours in excess of 12 (twelve) hours/day. "AII hours worked subject to State Wage and Hours Guidelines 'AII hours charged, portal to portal 2. Travel Charges a. Mileage is charged portal to portal for all business miles driven to/from a job site including miles for parts pickup and drop off. Non-Contract Silver LTSA Gold LTSA $2.40/mile $2.00/mile $1.75/mile b. Hotels and meals are charged at cost plus 10%. c. Airline flights and rental cars are charged at cost plus 10%. 3. Misc. Parts and Materials These items are charged at manufacturers selling prices plus 10%. ALL CHARGES SUBJECT TO ANNUAL ADJUSTMENTS A Division of Penn Power Group Alaska Office: 700 W 59"Avenue,Suite G,Anchorage,AK 99518(T)907,569,1090(F)907.569,1091 Bay Area Office:23785 Cabot Blvd.Suite 304,Hayward,CA 94545(T)510.265.0581 (F)510.265.0581 Orange County Office:499 Nibus Street,Unit B,Brea,CA 92821 (T)714.529.9700(F)714.529.9701 Corporate Office:8330 Slate Road, Philadelphia, PA 19136-2986(T)215.335.5010(F)215.335.2163 www.weesys.com THIS PAGE LEFT INTENTIONALLY BLANK 23