Cities Index.
Agreement

Riverside City Council
April 4, 2023

Document
Agreement
Meeting
April 4, 2023
Body
Riverside City Council
Pages
11
Original file
18.9 MB
Text extracted from the city's file for reading and search. Open the original on riversideca.legistar1.com. That file is the official record.

GENERAL ELECTRIC SERVICE BULLETIN 310
for

THE CITY OF RIVERSIDE
Proposal Number: Z6EHU23557001 R1
Dated: Decemeber 15, 2022
General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited.

GE Power - Power Services
Christina Diaz
Sr. Customer Satisfaction
Leader
December 15, 2022 GE Packaged Power, LLC.
16415 Jacintoport Blvd.

The City of Riverside Houston, TX
77015 US
Public Utilities Department
3900 Main Street T: 281.7401.0101
Riverside, California 92522 E: [email protected] Subject: The City of Riverside LM6000 PC SB 310
To Whom It May Concern,
GE Packaged Power, LLC. (Hereinafter referred to as "Seller") is pleased to provide the The City of Riverside (hereinafter referred to as "City of Riverside" or "Buyer") with this Firm Fixed Price proposal Z6EHU23557001 R1 for implementation of GE LM6000 Service Bulletin LM6000-IND-0310 ("'SB-310") High Pressure Compressor Rotor Stages 3 through 5 Blades Dovetail Coating Refurbishment, Revision 1 on two (2) LM6000 PC Gas Turbines located at the Riverside Energy Resource Center.

GE Packaged Power, LLC. provides industry leading repair capabilities through our extensive network of authorized repair sources and state of the art repair development expertise and technologies. We are dedicated in providing cost effective and timely repair solutions. We believe this proposal poses the lowest cost option, while serving the technical needs of City of Riverside at the highest standards.

I look forward to reviewing the benefits of this opportunity with you. If you have any questions about this proposal, please feel free to contact me.

Best Regards,
Christina Diaz
CgutienezDiaz
Sr. Customer Satisfaction Leader
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in art, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in thi ocument also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibite General Electric Company Proprietary Information
Statement of Understanding and Approach
GE Service Bulletin 310, High Pressure Compressor Rotor Stages 3 Through 5 Blades Dovetail Coating Refurbishment includes exchanging current blades with new-make single intensity peened (SIP) blades, PN 682L929G08, or installing a set of overhauled single intensity peened (SIP) blades, PN 738L556G01-OH to reduce the risk of experiencing an edge-of-contact blade dovetail related HPC event.

Approximately 100 man-hours are required to accomplish this Service Bulletin if blades are exchanged in the field via an HPC top-case procedure. GE Field Core, field services team is highly experienced in performing SB 310 on site in accordance with IAW GEK 105059 using the applicable WP's for HPC TOP CASE and STAGE 3-5 BLADE REPLACEMENT. GE Field Core can preform SB310 utilizing (2) FS mechanical technicians, working no more than (4) - 12-hour day shifts per unit.

Note: SB 310 work is usually completed in (3) - 12-hour day shifts given no unforeseen delays, such as but not limited to; Seized-in blade locks that are required to be drilled-out. We have experienced a minimal number of times where drilling out the blade lock is required. This may take longer than normal as it's required to be overly cautious to prevent damage to the rotor.

Company Information
GE Packaged Power, LLC.

Address: 16415 Jacintoport Blvd. Houston, TX 77015 US
GE Packaged Power LLC. point of contact:

Christina Diaz
Sr. Customer Satisfaction Leader
T: 281.7401.0101
E: [email protected]

Page 3 ends

General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in dart, this alice and the contriese yote un ech pre of thias. Unant arized export a resor is pruitite in whole or in part. The information contained in this General Electric Company Proprietary Information
Company Personnel
Field Core a GE company will be performing all required mechanical work.

Field Core West Region Service Manager: Mike Camp C: 661-549-0971 Field Core West Region Resource Manager: Deb Jones T: 661-205-9044 Experience and References

1. City of Burbank - Burbank Water & Power
Address: 320 N Lake St. Burbank, CA 91502-1815
Nick Hammett - Assistant Power Production Superintendent Office: 818-238-3760
Service Performed: SB 310 was completed on (1) LM6000 by GE - Field Core in 2019

2. EF Oxnard - Atlantic Power Corporation
Address: 550 Diaz Ave Oxnard, CA 93030
David Nelson - Plant Manager
Office: 805-385-6375 ext. 3
Service Performed: SB 310 was completed on (1) LM6000 by GE - Field Core in 2021

3. Orange Grove Energy L.P.
(Owned by J-POWER USA/Operated by NAES)
Address: 35435 Pala Del Norte Road Pala, CA 92059
Anthony Moretto - Plant Manager
Cell: 760-625-6370
Service Performed: SB 310 was completed on (1) LM6000 by GE - Field Core in 2021 Evidence of Insurance

Page 4 ends

General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric ind shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or ir art, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in thi document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited.

ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1/21/2022
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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

Electric Insurance Company
75 Sam Fonzo Drive (HE, No. Ext):

Beverly, MA 01915-1000
INSURERS) AFFORDING COVERAGE NAIC #
INSURER A : Electric Insurance Company* 21261
INSURED INSURER B : A.M. Best FSR of A (Excellent), ICR of at GE Packaged Power, LLC
INSURER C:
16415 Jacintoport Blvd
Houston, TX, 77015-6589 INSURER D:

United States of America INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
22-11784

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 INSR

LTR TYPE OF INSURANCE POLICY NUMBER LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,500,000 CLAIMS-MADE X OCCUR $50,000
MED EXP (Any one person) $10,000
GL 22-1 1/1/2022 1/1/2023 PERSONAL & ADV INJURY
A x $2,500,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000

X POLICY PECT LOC PRODUCTS-COMPOP AGG
OTHER:

AUTOMOBILE LIABILITY $2,500,000
X ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED x BODILY INJURY (Per accident)
A AUTOS ONLY AUTOS ML 22-2 1/1/2022 1/1/2023
HIRED NON-OWNED Parade AMAGE

AUTOS ONLY AUTOS ONLY
:

UMBRELLA LIAB X OCCUR EACH OCCURRENCE $2.500.000
X EXCESS LIAB x x
CLAIMS-MADE XS 22-1 1/1/2022 1/1/2023 AGGREGATE $5.000,000 RETENTION$

WORKERS COMPENSATION
AND EMPLOYERS" LIABILITY
A NIA X WC 22-1 1/1/2023 EL. EACH ACCIDENT $2,500,000
1/1/2022 ELL. DISEASE -EA EMPLOYEE
$2,500,000
DESCRIPTION OF OPERATIONS below EL. DISEASE - POLICY LIMIT $5.000,.000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) lease see page 2 for additional insureds and any additional language

CERTIFICATE HOLDER CANCELLATION
City of Riverside; Tim Wahl; Tim Wahl
5901 Payton Avenue
Riverside, CA, 92587

AUTHORIZED REPRESENTATIVE
Denine 2. Killy
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:

LOC #:

ACORD® ADDITIONAL REMARKS SCHEDULE Page 2 of 2

AGENCY NAMED INSURED
GE Packaged Power, LLC - Houston (16415 Jacintoport Blvd) POLICY NUMBER 16415 Jacintoport Bivd
Houston, TX, 77015-6589
NAIC CODE United States of America

CARRIER
EFFECTIVE DATE: 11/2022

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance in "occurrence" giving rise to a loss
5901 Payton Ave, Riverside CA, 92504
GL Coverages:
a. Premises-Operations
b. Products/Completed Operations
c. XCU
• Separation of Insureds / Cross Liabilit
Sudden and Accidental Pollution Liabili
Auto Coverages:
a. Symbol 1 - All Vehicles
Excess Liability:
a. Following Form
ACORD 101(2008/01) © 2008 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD

ELECTRIC INSURANCE COMPANY

SUBROGATION AMENDMENT
Endorsement No. 1.24
At the option of the Named Insured upon written demand, given prior to an occurrence which gives rise to a loss, the Company agrees to waive all rights) of subrogation against any person, firm or corporation having an association or affiliation with the Named Insured at the time of loss through ownership, management or other interest.

The Insured may also release others in contract or agreement from liability to the Insured.

The execution of such waiver shall not operate to prejudice the Insured's rights under this policy in any manner.

This endorsement shall take effect at 12:01 AM on the 1st day of January 2022. Nothing erein contained shall be held to vary, alter, waive, or extend any of the terms, conditions agreements or limitations of the undermentioned policy other than as above stated and tador to Policy 222 8 led to Geera eric company other an form part of said policy.

ELECTRIC INSURANCE COMPANY
Countersigned by: Denis s Nelly
Date Issued: 1/1/2022
POLICY NUMBER: ML 22-2 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
Endorsement No. 1.29a
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organizations) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: General Electric Company
Endorsement Effective Date: January 1, 2022

SCHEDULE
Name Of Person(s) Or Organization(s):

Any person or organization with whom you have agreed in writing to add as an additional insured, but only to the coverage and minimum limits of insurance required by the written agreement and in no event to exceed either the scope of coverage or limits of insurance provided in this policy.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who
provision contained in Paragraph A.1. of Section II -
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I - Covered Autos
Coverages of the Auto Dealers Coverage Form.

CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 ENDORSEMENT NO. 9

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s): Location(s) Of Covered Operations
Where required by written contract or written agreement. Per written contract or written agreement. [Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to include as an insured the person(s) or organization(s) shown in the Schedule above and such person or organization to whom you have agreed in a written contract or a written agreement that such person or organization be added as an additional insured on your policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused solely omisions and not or tat by your negligent acts or omissions and not for liability arising out of the negligence, gross negligence or willful misconduct of the additional insured, unless broader additional insured coverage is expressly agreed to in the written contract or written agreement in the performance of your ongoing and completed operations for the additional insured.

That person or organization shall be referred to as the "Additional Insured." However:

1. The insurance afforded to such "Additional Insured" only applies to the extent permitted by law;

2. The insurance afforded to such "Additional Insured" will be limited by and not be broader than the minimum indemnities, obligations, the scope, and duration required by the written contracts) or written agreements) between you and such "Additional Insured," the terms of which are incorporated herein;

3. The written contract or written agreement must be executed prior to the loss

4. Where the "Additional Insured" has more than one written contract or written agreement in place with you, the only written contract or written agreement that shall apply is the written contract or written agreement pertaining to the work, location, or product out of which the loss arises

5. Where the written contract or written agreement requires the Named Insured to provide liability insurance on a primary, excess, contingent, or any other basis, this policy will apply solely on the basis required by such written contract or written agreement and Item 4. Other Insurance of Section IV of this policy will not apply. Where the written contract or written agreement does not specify on what basis the liability insurance will apply the provisions of Item 4. Other Insurance of Section IV of this policy will govern. . To the extent that the "Additional Insured" would have had the right to pursue any other insurance carrie or coverage, including a defense, we shall share that right with the "Additional Insured;" anc

7. The insurance afforded to such "Additional Insured" is subject to and shall not exceed the terms and the conditions of this policy.

B. With respect to the insurance afforded to the "Additional Insured", the following is added to Section III - Limits Of Insurance:

If coverage provided to the "Additional Insured" is required by a written contract or written agreement, the most we will pay on behalf of the "Additional Insured" is:

1. The minimum amount of insurance required by the written contract or written agreement; or

2. The amount of insurance available under the applicable Limits of Insurance shown in the Declarations; GL 22-1 34
ENDORSEMENT NO. 48

AMENDMENT OF COMMERCIAL GENERAL LIABILITY CONDITIONS
It is hereby understood and agreed that Section IV - Commercial General Liability Conditions, is amended to include the following:

10. Waiver of Subrogation
The insured may release others in written contract or written agreement from liability to the insured and may also waive right of subrogation of the Company against such third parties, provided:
1) the release or waiver is required under such written contract or written agreement; and 2) such written contract or written agreement is executed prior to an "occurrence" which gives rise to a loss.

The execution of such release or waiver shall not operate to prejudice the insured's rights under this policy in any manner.

Any waiver of such rights) of subrogation shall only apply to the extent permitted by law and will be limited by and not be broader than the minimum indemnities, obligations, the scope, and duration required by the written contracts) or written agreements) between you and your contractual counterparty.

Where the contractual counterparty has more than one written contract or written agreement in place with you, the only written contract or written agreement that shall apply is the written contract or written agreement pertaining to the work, location, or product out of which the loss arises.

At the option of the "Named Insured," upon written demand, the Company agrees to waive all rights) of subrogation against any person, firm, or corporation having an association or affiliation with the "Named Insured" at the time of loss through ownership, management or other interest.

GL 22-1 80
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 Endorsement No. 8 (Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
Ne have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Where required by contract if the release or waiver is in writing and if it is given prior to an occurrence which gives rise to a loss.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

Endorsement Effective 1/1/2022 Policy No. WC 22-01 Endorsement No. 8 Insured General Electric Co. Premium TBD
Insurance Company Electric Insurance Co. cannon Denin E. Helly, WC 00 03 13
(Ed. 4-84)
© 1983 National Council on Compensation Insurance.

Workscope
Service Bulletin 310 Kit High Pressure Compressor (HPC) 3-5 Blades with refurbished/new blades This proposed solution has parts and services to implement and execute replacement of the High-Pressure Compressor stage 3, 4 and 5 on LM6000 PC Unit 1 (ESN 191-525) & Unit 2 (ESN 191-534)
Price
Replacement of HPC 3-5 Blades with Service Bulletin 310 Kit - Firm Fixed Price for 2 units Item Qty Description Firm Price
Service Bulletin 310 Stage 3,4 and 5 Blade Replacement
(Per Engine)
75% Discounted materials per Fleet program
1 2 2261 Lumpsum
• GE accepts 100% fall out of compressor blades
Kit can be comprised of new SIP and
overhauled refurbished compressor SIP blades
Includes shipping of tooling & materials to site.

Consumables Parts, Weights, and Locking Lugs (Per Engine) Field Service Labor (Per Engine) Lumpsum
Two (2) Field Service mechanics to
2 2 execute SB310 per GEK 105059
(12hrs per shift), maximum 4
shifts to complete entire scope.

Includes specialty tooling per WP 2413
** AlI FS labor includes mobilization, travel and per diem Estimated Tax - 8.75% ($100,000- Parts Kit Value 2 units) $ 8,750.00 Total Amount (2 Engines) Less Tax ESTIMATE $ 138,350.00 Notes:
• Pricing is Firm Fixed for the above work scope. Any additional parts, materials or labor required due to incremental scope or Buyer delay will be billed on a Time and Material Basis at Seller's standard rates. • In order for GE to ensure that Buyer's need for parts is met, Buyer shall provide PO (or intent to issue PO) to GE no less than 120 days prior to outage start date. Please contact your GE representative with any concerns.
• Seller will include consumables to support Service Bulletin 310 HPC blades and necessary materials to facilitate HPC 3,4 and 5 blade replacement. Refer to Attachment 1 for a list of parts. • This proposal includes all parts required to accomplish SB 310 (assuming no unexpected findings). The pricing in this proposal assumes that all items in the pre-ground SIP blade kit, PN 682L929G08 and 738L556G01-OH are being provided as a rotable kit. The unused HPC Compressor Blades provided by GE in Kit 682L929G08 and 738L556G01-OH shall be returned to GE. The used blades removed from the Buyers engine are to be • The HPC blades will be provided in either rotable pre-ground blade kit Part Number 682L929G08 or 738L556G01-OH. The kit will consist of either overhauled SIP blades, new SIP blades, or a combination of new and overhauled SIP blades, which will be provided at GE's discretion. The life expectancy of new and overhauled blades is identical.
• Scaffolding and/or work platforms are not required for SB-310 Implementation.

Page 6 ends

General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited. • GE will have a Field Core representative onsite for Gas Turbine start-up on May 09, 2023 • GE will provide final report of work performed and findings no more than 5 business of job completion. • GE complies with Cal OSHA, state, and local rules and regulations while conducting work at Buyers facility. • All work is to be completed from May 2, 2023, through May 08, 2023; working hours 0700 hours to 1930, with gas turbine(s) start-up scheduled for May 09, 2023. Barring any unforeseen circumstances. • Seller will take title to the returning used HPC 3,4 and 5 blade materials upon removal of Buyer's materials. Buyer warrants to Seller and its successors and permitted assignees that the title to the Parts are free and clear of all liens and encumbrances on the date of transfer and Buyer will defend such title forever against all claims and demands. Buyer further warrants to Seller that Buyer is the beneficial owner of the removed Parts, and that Buyer has full right, power, and authority to execute this Bill of Sale. • To retain the Fleet Program 2261 discount of 75% on the rotable blade kit provided, all used and unused blades must be returned to GE.
• Seller will not accept non-OEM hardware from Buyer as part of Fleet Program 2261 or any rotable exchange.

In the event that non-OEM hardware is removed from a Buyer's unit, all Fleet Program and/or rotable exchange pricing is null & void, and Buyer will be billed then-current Purchase Prices of the hardware. • Return shipment of the referenced unused new and used blades are included in this pricing of this proposal. Seller will provide necessary documentation to return all blades and coordinate return shipment to GE.
• Seller is responsible for transportation of consumables and Service Bulletin 310 hardware to site. • This offering provides the Buyer with minimal down time and able to schedule outages based on material availability.
• Field service work is assumed to be completed without standby or delays. Any delays and / or additional workscope due to Buyer's request will be billed at the current GE time and material rates. • It is the Buyer's responsibility to complete lock out tag out of equipment to ensure it is safe to perform prescribed workscope.
• Buyer is to support with (1) site contact employee during outage activities.

Payment and Commercial Terms
Payment Terms
Seller will invoice Buyer after the completion of each installment for the percentage amount due. Payment terms from invoice date are shown in the tables below.

Installment Description Percentage of Price Due (Billed Per Engine) PO Acceptance 25% of the Lump Sum Price Item 1 - Net 30 Days Hardware Shipment To 75% of the Lump Sum Price Item 1 - Net 30 Days Completion of Field Services To 100% of the Lump Price Item 2 Upon Completion of Field Services -
Net 30 Days
Delivery and Title Transfer
Delivery of the parts and services will be DAP destination to Buyer's (Site/Port of Import) per INCOTERMS 2010.

Title Transfer will be per the following applicable clause. • Title Transfer and Risk of Loss to rotable(s) and material shall occur upon commencement of unloading of Goods at the delivery destination specified in the Order Title Transfer and Risk of Loss for Services provided shall pass from Seller to Buyer as the work is performed
Seller will take title to the returning rotable assets upon departure from Buyer's (Site). Buyer warrants to Seller and its successors and permitted assignees that the title to the Parts are free and clear of all liens and encumbrances on the date of transfer and Buyer will defend such title forever against all claims and demands. Buyer further warrants to Seller that Buyer is the beneficial owner of the removed Parts, and that Buyer has full right, power, and authority to execute this Bill of Sale.

Buyer will be responsible for any tax for the Seller's rotable(s) or materials.

Terms and Conditions of Sale
The included Terms and Conditions, Products and/or Services Terms and Conditions for City of Riverside Nov 19 2019, shall be the controlling documents of this Proposal # Z6EHU23557001 R1 dated December 15, 2022. Buyers Purchase Order must clearly state such when submitted. Upon proposal acceptance, Seller to renegotiate Master Terms & Condition as required with Buyer and upon updated terms completion, such Master Terms & Conditions shall hereto supersede Proposal # Z6EHU23557001 R1.

Sale of parts and/or services identified in this Proposal is expressly conditioned on the Buyer's assent to the terms and conditions attached hereto which shall be the only applicable terms and conditions for this transaction. These terms and conditions shall be exclusive and in lieu of any and all terms and conditions appearing on the face or the reverse side of any purchase order, acknowledgment of this order, work order or other document that may be submitted by the Buyer at any time related to this transaction. Any additional or different terms proposed by Buyer are expressly objected to and will not be binding upon Seller unless specifically assented to in writing by Seller's authorized representative. Any order for, or any statement of intent to purchase hereunder, or any direction to perform work and Seller's performance of work shall constitute assent to Seller's terms and conditions.

With respect to (i) non-OEM material or OEM Material that has been repaired with a process or by a service provider, that is not authorized by the OEM for those specific parts ("Alternate Material"), (ii) OEM material that has been previously operated in conjunction with Alternate Material, or (iii) any material, whether OEM, or Alternate Material or OEM material that has been previously operated in conjunction with Alternate Material, that Parties hereby acknowledge and agree that Seller shall not be obligated to install, reinstall or reuse any of the types of material mentioned in (i), (i) or (iii) above as part of any Services or Parts supplied herein. If Seller does agree, however, to incorporate any of the types of material mentioned in (i), (i) or (iii) above as part of any Services or Parts supplied herein, those material will not be covered by any warranty conditions, either express or implied.

Buyer further acknowledges and agrees that Seller shall be released from any and all liability associated with the types of material mentioned in (i), (i) or (iii) above and Buyer shall indemnify, defend, and hold the Seller harmless from and against any and all liability arising out of claims made by a third party related to the types of material mentioned in (i), (ii) or (iii) above. Notwithstanding the foregoing, to the extent that Seller, in its sole discretion, is able to re-repair OEM Material that has previously been repaired with a process or by a service provider that is not authorized by the OEM for those specific parts, then Seller's normal warranty shall apply to only those parts that have been re-repaired and reused. "Outside Services" means those parts, materials, labor, and services, including craft labor, which are manufactured by and/or performed by subcontractors or other third parties, including Seller Affiliates, outside of Sellers Service Center Repair Facility.

Page 8 ends

General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited.

Optional Add-On SB 213 Workscope:

Service Bulletin 213 High Pressure Compressor Stator Stages 3 Through 5 Variable Stator Vane Bushings Replacement
This proposed solution has parts and services to implement and execute replacement of the High- Pressure Compressor stage 3, 4 and 5 VSV Bushings on LM6000 PC Unit 1 (ESN 191-525) & Unit 2 (ESN 191-534). Pricing below is for all hardware and tooling associated to SB213 implementation and Field Service cost is incremental cost assuming SB 310 is performed during this outage.

Price
High Pressure Compressor Stator Stages 3 Through 5 Variable Stator Vane Bushings Replacement - Firm Fixed Price for 2 units
Item Qty Description Firm Price
Service Bulletin 213 Stage 3,4 and 5 VSV Bushing
Replacement (Per Engine)
• 55% Discounted materials
1 2 Lumpsum
• Includes shipping of tooling & materials to site.

Including all Consumables Parts (Per Engine)
Field Service Labor (Per Engine)
Two (2) Field Service mechanics to execute SB213 per GEK 105059
(12hrs per shift), maximum 3 shifts to complete entire scope. Lumpsum • Includes specialty tooling per WP 1412 00
2 2 ** All FS labor includes
mobilization, travel and per diem
Estimated Tax - 8.75% ($91,460- Parts Kit Value 2 units) $8,003.00 Total Amount (2 Engines) Less Tax ESTIMATE $ 125,460.00 Notes:
• SB 213 CANNOT be performed simultaneously on the same engine with SB 310 • An additional 2 Field Service Mechanics working 3-day shifts is required per engine to complete SB 213
• Pricing is Firm Fixed for the above work scope. Any additional parts, materials or labor required due to incremental scope or Buyer delay will be billed on a Time and Material Basis at Seller's standard rates.
• In order for GE to ensure that Buyer's need for parts is met, Buyer shall provide PO (or intent to issue PO) to GE no less than 120 days prior to outage start date. Please contact your GE representative with any concerns.
• Seller will include consumables to support Service Bulletin 213 HPC Variable Stator Vane Bushing replacement and necessary materials to facilitate implementation.

RFP No. 2241

EXHIBIT C
Disclosure Questionnaire

DISCLOSURE QUESTIONNAIRE
The Company shall complete the following questionnaire:

1. Has the Company, any officer of the Company, or any employee of the Company who has proprietary interest in the Company, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because ofa violation oflaw or safety regulation?
Yes No
Ifthe answer is yes, explain the circumstances in the following space.

2. Has the Company, any officer of the Company, or any employee of the Company who has proprietary interest in the Company, ever had any administrative proceedings, claims, lawsuits, or other exposures pending against the Company? Yes No
If the answer is yes, explain the circumstances in the following space.

3. Has the Company, any officer of the Company, or any employee of the Company who has proprietary interest in the Company, filed for bankruptcy under any business name over the past five (5) years.

Ifthe answer is yes, explain the circumstances in the following space.

4. Has the Company, or any officer of the Company, or any employee of the Company who has proprietary interest in the Company, have any past or current business and personal relationships with any current Riverside elected official, appointed official, City employee RFP No. 2241
or family member of any current Riverside elected official, appointed official or City employee?
Ifthe answer is yes, explain the circumstances in the following space.

5. Has the Company, or any officer of the Company, or any employee of the Company who has proprietary interest in the Company, had a contract terminated for default of cause? Yes No
If the answer is yes, explain the circumstances in the following space.

6. Has the Company, or any officer of the Company, or any employee of the Company who has proprietary interest in the Company, been assessed any penalties, including liquidated damages, under any of its existing or past contracts with any organization of governmental entity?
Yes
If the answer is yes, explain the circumstances in the following space.

7. Has the Company, or any officer of the Company, or any employee of the Company who has proprietary interest in the Company, been convicted of a felony or is currently under indictment on any felony charge?
Yes No
If the answer is yes, explain the circumstances in the following space.

Proposal Submission and Acceptance
This Proposal is submitted in confidence for evaluation by Buyer. Its contents are proprietary to Seller. By taking receipt of this Proposal, Buyer agrees not to reveal its contents in whole or in part beyond those persons in its own organization necessary to properly evaluate this Proposal or to perform any resulting contract. Buyer shall not reveal the contents of this Proposal to a third party or make copies of this Proposal without the prior written consent of Seller. Buyer shall return this entire Proposal to the undersigned if Buyer does not accept this Proposal.

GE sincerely appreciates this opportunity to provide you with this Proposal and are willing to discuss any issues and resolve them on a mutually acceptable basis as you progress through your bid evaluation. Please contact Christina Diaz at 281.740.0101 (cell) for assistance with this Proposal.

Purchase Order Issuance
Should this proposal meet the Buyer's requirements and the Seller is the choice of repair vendor, Buyer shall issue a Purchase Order to Seller, which must meet the following requirements:

1. The entity invoicing for this work as Seller is:

GE Packaged Power, LLC.
16415 Jacintoport Blvd.

Houston, TX 77015
ATTN: Christina Diaz
Please email to: [email protected]
Please issue your Purchase Order to this GE Legal Entity. Please also make reference to the proposal number Z6EHU23557001 R1 as indicated on the cover page.

2. The following legend should appear on the first page of the Purchase Order: "This Purchase Order is issued to GE Packaged Power, LLC. and is governed by the terms and conditions referenced in GE proposal number Z6EHU23557001 R1 and which terms and conditions are the only terms and conditions that apply to this Purchase Order".

Page 10 ends

The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this Submittal Details
This proposal submitted by:

Name: Christina Diaz
Title: Sr. Customer Satisfaction Leader
For: GE Packaged Power, LLC
Date: December 15, 2022

Page 11 ends

General Electric Company Proprietary Information
The information contained in this document is General Electric Company proprietary information and is disclosed in confidence. It is the property of General Electric and shall not be used, disclosed to others, or reproduced without the express written consent of General Electric. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document shall appear in any such reproduction in whole or in part. The information contained in this document also may be controlled by the U.S. export control laws. Unauthorized export or reexport is prohibited.

Parts
PN Description: Qty for 1 Eng
1333M60P02 SPACER 2
9146M80P05 SLEEVE,ACTU ARM 28
L46032P01 GASKET, B SUMP 1
9057M92P11 GASKET, SQUARE 1
9608M08G48 GASKET, SEAL 3
J221P226 PACKING, PREFORMED 1
J219P05 GASKET 2
J221P126 PACKING 2
9057M92P10 GASKET, SQUARE 1
J219P06 GASKET 2
MS27196-32 SEAL
MS27196-24 GASKET
2032M95G17 Locking Lugs
2032M95G13 Locking Lugs
2032M95G12 Locking Lugs
9193M20P01 Balance Weight S3
9396M16P01 Balance Weight S4
9396M16P02 Balance Weight S5
682L929G02 or 738L556G02-OH Preground Blade Kit
J644P12B BOLT
J644P14B BOLT
9654M24P01 WASHER
J414P034A BOLT DBL-HPC
705B734P13 WASHER FL
J201P02 NUT-SLFLKG-HEX
9609M13P02 GUIDE, LEVER
9609M88P04 BUSHING
9627M62P02 PIN, STRAIGHT
J201P04 NUT, SLFLKG-HEX
AN960C616 WASHER
635E901P03 NUT
9628M16P02 BOLT
J815P027B BOLT,SHEAR
Products and/or Services Terms and Conditions for City of Riverside Nov 19 2019 NOTICE: Sale of any Products and/or Services is expressly conditioned on Buyer's assent to these Terms and Conditions. Any acceptance of Seller's offer is expressly limited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No facility entry form shall modify these Terms and Conditions even if signed by Seller's representative. Any order to perform work and Seller's performance of work shall constitute Buyer's assent to these Terms and Conditions. Unless otherwise specified in the quotation, Seller's quotation shall expire 30 days from its date and may be modified or withdrawn by Seller before receipt of Buyer's conforming acceptance.

1. Definitions to by the Parties in the written schedule for performance and/or completion of the "Buyer" means the entity to which Seller is providing Products and/or Services under Services or any parts thereof. If at any time Seller reasonably determines that the Contract. Buyer's financial condition or payment history does not justify continuation of Seller's "Contract means either the contract agreement signed by both parties, or the performance, Seller shall be entitled to require full or partial payment in advance or purchase order signed by Buyer and accepted by Seller in writing, for the sale of otherwise restructure payments. request additional forms of Payment Security.

Products and/or Services, together with these Terms and Conditions, Seller's final suspend its performance or terminate the Contract. quotation, the agreed scope(s) of work, and Seller's order acknowledgement. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract. Seller shall be responsible for all corporate taxes measured by net income due to performance of or payment for work under this Contract ("Seller Taxes"). Buyer shall "Contract Price" means the agreed price stated in the Contract for the sale of Products and/or Services, including adjustments lif any) in accordance with the be responsible for all taxes, duties, fees, or other charges of any nature including.

Contract. but not limited to, consumption, gross receipts, import, property, sales, stamp "Derivative Works" means: (a) any work based upon one or more pre-existing works, turnover, use, or value-added taxes, and all tems of witholding, deficiency, pe any or assessment related thereto, imposed
such as a revision, enhancement, modification, translation, abridgement, governmental authority on Buyer or Seller or its subcontractors) in relation to the condensation, expansion, extension or any other form in which such pre-existing Contract or the pertormance of or payment for work under the Contract other thar works may be published, recast, transformed, or adapted, and that if prepared Seller Taxes ("Buyer Taxes"). The Contract Price does not include the amount of any without the authorization of the owner of the copyright or other intellectual property If Buyer deducts or withholds Buyer Taxes, Buyer shall pay additional right to such pre-existing works, would constitute an infringement of such copyright amounts so that Seller receives the full Contract Price without reduction for Buyer Taxes. Buyer shall provide to Seller, within one month of payment, official receipts or other intellectual property right, and/or (b) any compilation that incorporates such from the applicable governmental authority for deducted or withheld taxes. pre-existing works.
"Hazardous Materials" means any toxic or hazardous substance, hazardous 4. Deliveries; Title Transfer; Risk of Loss; Storage material, dangerous or hazardous waste, dangerous good, radioactive material, 4.1 For shipments that do not involve export, including shipments from one European petroleum or petroleum-derived products or by-products, or any other chemical, Union ("EU") country to another EU country, Seller shall deliver Products to Buyer FCA substance, material or emission, that is regulated, listed or controlled pursuant to any Seller's facility or warehouse (Incoterms 2010). For export shipments. Seller shall national, state, provincial, or local law, statute, ordinance, directive, regulation or deliver Products to Buyer FCA Port of Export (Incoterms 2010). Buyer shall pay all other legal requirement of the United States ("U.S.") or the country of the Site. delivery costs and charges or pay Seller's standard shipping charges plus up to "Insolvent/Bankrupt" means that a party is insolvent, makes an assignment for the twenty-five (25%) percent. Partial deliveries are permitted. Seller may delive benefit of its creditors, has an administrator, receiver, liquidator or trustee appointed Products in advance of the delivery schedule f Products delivered do no for it or any of its assets, or files or has filed against it a proceeding under any correspond in quantity, type or price to those itemized in the shipping invoice or bankruptcy, insolvency dissolution or liquidation laws. documentation, Buyer shall so notify Seller within ten (10) days after receipt.

4.2 For shipments that do not involve export, title to Products shall pass to Buyer "Products" means the equipment, parts, materials, supplies, software, and other upon delivery in accordance with Section 4.1. For export shipments from a Seller goods Seller has agreed to supply to Buyer under the Contract. facility or warehouse outside the U.S., title shall pass to Buyer upon delivery in 'Seller" means the entity providing Products or performing Services under the accordance with Section 4.1. For shipments from the U.S. to another country, title Contract. shall pass to Buyer immediately after each item departs from the territorial land, seas "Services" means the services Seller has agreed to perform for Buyer under the and overlying airspace of the U.S. The 1982 United Nations Convention of the law of Contract. the Sea shall apply to determine the U.S. territorial seas. For all other shipments, title 'Site" means the premises where Products are used or Services are performed, not to Products shall pass to Buyer the earlier of (i) the port of export immediately upon including Seller's premises from which it performs Services. clearance of Products for export or (i) immediately after each item departs from the territorial land, seas and overlying airspace of the sending country. When Buyer "Terms and Conditions" means these "Products and/or Services Terms and arranges the export or intercommunity shipment, Buyer will provide Seller evidence Conditions", including any relevant addenda pursuant to Article 18, together with any of exportation or intercommunity shipment acceptable to the relevant tax and modifications or additional provisions specifically stated in Seller's final quotation or custom authorities. Buyer may not use any third party vendor for providing customs specifically agreed upon by Seller in writing. clearance services until Seller has approved such party prior to shipment of the Parts "USD" means United States Dollars. Notwithstanding the foregoing, Seller grants only a non-exclusive license, and does not pass title, for any software provided by Seller under this Contract, and title to any leased equipment remains with Seller

2.1 Buyer shall pay Seller for the Products and/or Services by paying all invoiced 4.3 Risk of loss shall pass to Buyer upon delivery pursuant to Section 4.1, except that amounts by direct bank transfer in the currency specified by Seller in the Contract. U.S., risk of loss shall transfer to Buyer upon title without deduction, withholding or set-off for any payment or claim, within thirty (30) If the Contract Price is less than two hundred fifty 4.4 If any Products to be delivered under this Contract or if any Buyer equipment thousand USD ($250,000), Seller shall issue invoices upon shipment of Products and repaired at Seller's facilities cannot be shipped to or received by Buyer when ready as Services are performed. If the Contract Price is two hundred fifty thousand USD due to any cause attributable to Buyer or its other contractors, Seller may ship the ($250,000) or more, progress payments shall be invoiced starting with twenty-five Products and equipment to a storage facility, including storage at the place of percent (25%) of the Contract Price for Products and/or Services upon the earlier of manufacture or repair, or to an agreed freight forwarder. if Seller places Products or Contract signature or issuance of Seller's order acknowledgement and continuing equipment into storage, the following apply: (i) title and risk of loss immediately pass such that the Contract Price for remaining Services is invoiced as they are performed to Buyer, if they have not already passed, and delivery shall be deemed to have and ninety percent (90% of the Contract Price for Products is received before the occurred; (ii) any amounts otherwise payable to Seller upon delivery or shipment shall earliest scheduled Product shipment ("Progress Payments"). For each calendar month. be due; iii) all expenses and charges incurred by Seller related to the storage shall or fraction thereof, that payment is late, Buyer shall pay a late payment charge be payable by Buyer upon submission of Seller's invoices; and (iv) when conditions computed at the rate of 1.5% per month on the overdue balance, or the maximum permit and upon payment of all amounts due, Seller shall make Products and rate permitted by law if it is less. If the price is set by the Contract in a currency other repaired equipment available to Buyer for delivery. than USD, references to USD in this Section 2.1 shall mean the equivalent amount in 4.5 If repair Services are to be performed on Buyer's equipment at Seller's facility.

Buyer shall be responsible for, and shall retain risk of loss of, such equipment at all

2.2 As and if requested by Seller, Buyer shall at its expense establish and keep in times, except that Seller shall be responsible for damage to the equipment while at force pavment security in the form of an irrevocable, unconditional, sight letter of Seller's facility to the extent such damage is caused by Seller's negligence. credit or bank guarantee allowing for pro-rata payments as Products are shipped 4.6 Except as otherwise expressly agreed to by the Parties in writing, acceptance of and Services are pertormed, plus payment of cancellation and termination charges, Products shall be deemed to occur upon delivery and acceptance of Services, upon and all other amounts due from Buyer under the Contract ("Payment Security. The Payment Security shall be (a) in a form, and issued or confirmed by a bank acceptable to Seller, (b) payable at the counters of such acceptable bank or negotiating bank, (c) 5. Warranty opened at least sixty 160) days prior to both the earliest scheduled shipment of 5.1 Seller warrants that Products shall be delivered free from defects in material, Products and commencement of Services, and (d) remain in effect until the latest of workmanship and title and that Services shall be performed in a competent, diligent ninety (90) days after the last scheduled Product shipment, completion of all Services manner in accordance with any mutually agreed specifications incorporated into the and Seller's receipt of the final payment required under the Contract. Buver shall, at its expense, increase the amounts), extend the validity periods) and make other 5.2 The warranty for Products shall expire one (1) year from first use or eighteen (18) appropriate modifications to any Payment Security within ten (10) days of Seller's months from delivery, whichever occurs first, except that software is warranted for notification that such adjustment is necessary in connection with Buyer's obligations ninety (90) days from delivery; and the warranty for Services shall expire one (1) year under the Contract. after performance of the Service, except that software-related Services are

2.3 Seller is not required to commence or continue its performance unless and until warranted for ninety (90) days (as applicable, the "Warranty Period"). any required Payment Security is received, operative and in effect and all applicable 5.3 If Products and/or Services do not meet the above warranties, Buyer shall Progress Payments have been received. For each day of delay in receiving any promptly notify Seller in writing prior to expiration of the applicable Warranty Period.

Progress Payments or acceptable Payment Security, Seller shall be entitled to an Within seven (7) days' of receipt by Seller of notice from Buyer specifying a potential equitable extension of time to durations or periods of time if any) expressly agreed warranty claim, Seller will give written notice to Buyer of when and how Seller will

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correct and remedy the Defect and provide a schedule outlining timelines. Seller shall whole or in part to make it non-infringing, or (c) failing (a) or (b), take back infringing (i) at its option, promptly repair or replace defective Products and li) re-perform Products and/or discontinue infringing Services and refund the price received by defective Services. Seller shall diligently pursue corrective action using commercial Seller attributable to the infringing Products and/or Services. best efforts. If despite Seller's reasonable efforts, a non-conforming Product cannot 7.4 Article 7 states Seller's exclusive liability for intellectual property infringement by be repaired or replaced, or non-contorming Services cannot be re-pertormed, Seller Products and/or Services. shall refund or credit monies paid by Buyer for such non-conforming Products and/or 7.5 Each party shall retain ownership of all Confidential Information and intellectual Services. Warranty repair, replacement or re-performance by Seller shall not extend property it had prior to the Contract. All rights in and to software not expressly or renew the applicable Warranty Period. Seller's warranty obligations exclude the granted to Buyer are reserved by Seller. All new intellectual property conceived or repair or replacement of any damaged parts or Products other than the initially failing created by Seller in the performance of this Contract, whether alone or with any part which caused the damage. Buyer shall obtain Seller's agreement on the contribution from Buyer, shall be owned exclusively by Seller. Buyer agrees to deliver specifications of any tests it plans to conduct to determine whether a non- assignment documentation as necessary to achieve that result. conformance exists. 7.6 Buyer will not itself, and will not allow any party (including Buyer Affiliates) to: (i)

5.4 Buyer shall bear the costs of access for Seller's remedial warranty efforts reverse engineer Products or Services (including any Seller monitoring or data analysis including removal and replacement of systems, structures or other parts of Buyer's by Seller), (ii) prepare Derivative Works from, alter, modify, disassemble, reverse facility), de-installation, decontamination, re-installation and transportation of defective Products to Seller and back to Buyer. engineer, reverse assemble, de-compile, or otherwise attempt to reconstruct,

5.5 The warranties and remedies are conditioned upon (a) proper storage, discover or derive the object or source code of any software licensed to Buyer by Seller installation, use, operation, and maintenance of Products, (b) Buyer keeping accurate under this Contract (including any third party software); (iii) permit or otherwise grant and complete records of operation and maintenance during the warranty period and any third-party access to Products, Services or software for such purpose, even if such providing Seller access to those records, and (c) modification or repair of Products third party is performing any corrections, bug fixes and updates. and/or Services only as authorized by Seller in writing. Failure to meet any such 7.7 Products furnished by Seller under this Contract shall not be installed, used, or conditions renders the warranty null and void. Seller is not responsible for normal made available for use in any equipment other than the equipment specified in the wear and tear. Contract at Buyer's Site. Buyer warrants that such equipment, and the Site, is under

5.6 This Article 5 provides the exclusive remedies for all claims based upon the failure its ownership and control, and agrees to inform Seller forthwith should this cease to of or defect in Products or Services, whether the claim is based in contract, be the case at any time before expiry of the Warranty Period. negligence, statute, or any tortious/extra-contractual liability theory, strict liability or otherwise. The foregoing warranties in this Article 5 are exclusive and are in lie of 7.8 Buyer agrees to pass on the restrictions and obligations under Sections 7.6 and all other warranties, conditions and guarantees whether written, oral, implied or 7.7 to any affiliates or third parties who have obtained or may obtain access to the statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF Products or Services and shall be fully liable for any breach of this Article 7 by its MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. affiliates or third parties, as if it had committed such breach itself.

6. Confidentiality 8. Indemnity

6.1 Seller and Buyer las to information disclosed, the "Disclosing Party" may each Each of Buyer and Seller las an "Indemnifying Party") shall indemnify the other party provide ether party tinformation recede weirty with las an "indemnified Party") from and against claims brought by a third party, on contidential information in connection with this Contract. "Confidential Information" account of personal injury or damage to the third party's tangible property, to the means information that is designated in writing as "confidential" or "proprietary" by extent caused by the negligence of the Indemnifying Party in connection with this Disclosing Party at the time of written disclosure. In addition, prices for Products Contract. In the event the injury or damage is caused by joint or concurrent and/or Services shall be considered Seller's Confidential Information. negligence of Buyer and Seller, the loss or expense shall be borne by each party in

6.2 Receiving Party agrees: (i) to use the Confidential Information only in connection proportion to its degree of negligence. For purposes of Seller's indemnity obligation, with the Contract and use of Products and/or Services, (i) to take reasonable no part of the Products or Site is considered third party property. measures to prevent disclosure of the Contidential Information to third parties, and (im) not to disclose the Confidential Information to a competitor of Disclosing Party. 9. Insurance Notwithstanding these restrictions, (a) Seller may disclose Confidential Information to its affiliates and subcontractors in connection with performance of the Contract, (b) 9.1 General Provisions. Prior to the Buyer's execution of this Agreement, Seller shall a Receiving Party may disclose Confidential Information to its auditors, (c) Buyer may provide Certificates of Insurance of, and shall thereafter maintain during the term of disclose Confidential Information to lenders as necessary for Buyer to secure or retain this Agreement, such insurance policies and coverages in the types, limits, forms and financing needed to perform its obligations under the Contract, and (d) a Receiving ratings required herein.

Party may disclose Confidential Information to any other third party with the prior written permission of Disclosing Party, and in each case, only so long as the Receiving 9.1.1 Limitations. These amounts of coverage shall not constitute any Party obtains a non-disclosure commitment from any such subcontractors, auditors, limitation or cap on Seller's indemnification obligations. lenders or other permitted third party that prohibits disclosure of the Confidential Information and provided further that the Receiving Party remains responsible for 9.1.2 Ratings. Any insurance policy or coverage provided by Seller or any unauthorized use or disclosure of the Confidential Information. Receiving Party subcontractors as required by this Agreement shall be deemed inadequate and a shall upon request return to Disclosing Party or destroy all copies of Confidential material breach of this Agreement, unless such policy or coverage is issued by Information except to the extent that a specific provision of the Contract entitles insurance companies authorized to transact insurance business in the State of Receiving Party to retain an item of Confidential Information. Seller may also retain California with a policy holder's rating of A or higher and a Financial Class of VIl or one archive copy of Buyer's Confidential Information. higher.

6.3 The obligations under this Article 6 shall not apply to any portion of the Confidential Information that: (i) is or becomes generally available to the public other 9.1.3 Cancellation. The policies shall not be canceled unless thirty (30) than as a result of disclosure by Receiving Party, its representatives or its affiliates; (ii) days' prior written notification of intended cancellation has been given to Buyer by is or becomes available to Receiving Party on a non-confidential basis from a source certified or registered mail, postage prepaid. other than Disclosing Party when the source is not, to the best of Receiving Party's knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is 9.1.4 Adequacy. The Buyer, its officers, employees and agents make no independently developed by Receiving Party, its representatives or affiliates, without representation that the types or limits of insurance specified to be carried by Seller reference to the Confidential Information: (iv) is required to be disclosed by law or pursuant to this Agreement are adequate to protect Seller. If Seller believes that any valid legal process provided that the Receiving Party intending to make disclosure in required insurance coverage is inadequate, Seller may obtain such additional response to such requirements or process shall promptly notify the Disclosing Party insurance coverage as Seller deems adequate, at Seller's sole expense. in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. 9.2 Workers' Compensation Insurance. By executing this Agreement, Seller certifies

6.4 Each Disclosing Party warrants that it has the right to disclose the information that Seller is aware of and will comply with Section 3700 of the Labor Code of the that it discloses. Neither Buyer nor Seller shall make any public announcement about State of California requiring every emplover to be insured aaainst libility for workers the Contract without prior written approval of the other party. . Article 6 does not compensation, or to undertake self-insurance before commencing any of the supersede any separate confidentiality or nondisclosure agreement signed by the work. Seller shall carry the insurance or provide for self-insurance required by parties. California law to protect said Seller from claims under the Workers' Compensation Act. Prior to Buyer's execution of this Agreement, Seller shall file with Buyer a

7. Intellectual Property certificate of insurance showing that such insurance is in effect, or that Seller is self-

7.1 Seller shall defend and indemnify Buver against any claim by a non-affiliated third insured for such coverage. Any certificate filed with Buyer shall provide that Buyer party (a "Claim") alleging that Products and/or Services furnished under this Contract will be given ten (10) days' prior written notice before modification or cancellation infringe a patent in effect in the U.S., an EU member state or the country of the Site thereof. (provided there is a corresponding patent issued by the U.S. or an EU member state). or any copyright or trademark registered in the country of the Site, provided that 9.3 Commercial General Liability and Automobile Insurance. Seller shall maintain Buyer (a) promptly notifies Seller in writing of the Claim, (b) makes no admission of during the term of this Agreement, commercial general liability insurance and liability and does not take any position adverse to Seller, (c) gives Seller sole authority automobile liability insurance as required to insure Seller against damages for to control defense and settlement of the Claim, and Id) provides Seller with full personal injury, including accidental death, as well as from claims for propert disclosure and reasonable assistance as required to defend the Claim. damage, which may arise from or which may concern operations by or on behalf o

7.2 Section 7.1 shall not apply and Seller shall have no obligation or liobility with The Buyer, and its officers, employees and agents, shall be named as respect to any Claim based upon la) Products and/or Services that have been additional insureds under the Seller's insurance policies, but only to the extent of modified, or revised, (b) the combination of any Products and/or Services with other Contractor's indemnification obligations for third party damages as stated under this products and/or services when such combination is a basis of the alleged infringement, (c) failure of Buyer to implement any update provided by Seller that would have prevented the Claim, (d) unauthorized use of Products and/or Services, or 9.3.1 Seller's commercial general liability insurance policy shall cover both (e) Products and/or Services made or performed to Buyer's specifications. bodily injury (including death and property damage including, but not limited to

7.3 Should any Product and/or Service, or any portion thereof, become the subiect premises operations liability, products-completed operations liability, independent of a Claim, Seller may at its option (a) procure for Buyer the right to continue using contractor's liability, personal injury liability, and contractual liability in an amount of the Product and/or Service, or applicable portion thereof, (b) modify or replace it in

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$1,000,000 per occurrence and a general aggregate limit in the amount of $2,000,000. to the terminated scope and the actual amounts reasonably incurred by Buyer to complete that scope, and iii Buyer shall pay to Seller (a) the portion of the Contract

9.3.2 Sellers automobile liability policy shall cover both bodily injury and Price allocable to Products and/or Services completed, (b) lease fees incurred, and (c) property damage in an amount of $1,000,000 per occurrence and an aggregate limit amounts for Services performed before the effective date of termination. The of not less than $1,000,000. All of Seller's automobile and/or commercial general amount due for Services shall be determined in accordance with the milestone liability insurance policies shall cover all vehicles used by Seller in connection with schedule (for completed milestones) and rates set forth in the Contract (for work Seller's performance of this Agreement, which vehicles shall include, but are not toward milestones not yet achieved and where there is no milestone schedulel, as limited to, Seller owned vehicles, Seller leased vehicles, non-Seller owned vehicles and applicable or, where there are no milestones and/or rates in the Contract, at Seller's hired vehicles. then-current standard time and material rates.

11.3 Seller may suspend or terminate the Contract for any affected portion thereof) immediately for cause if Buyer (i) becomes Insolvent/Bankrupt, or (ii) materially

9.3.3 Prior to Buyer's execution of this Agreement, original certificates breaches the Contract, including, but not limited to, failure or delay in Buyer providing evidencing the coverage required by this Agreement, for both commercial general Payment Security, making any payment when due, or fulfilling any payment and automobile liability insurance, shall be filed with Buyer and shall include the conditions.

Buyer and its officers, employees and agents, as additional insureds, but only to the 11.4 If the Contract (or any portion thereof) is terminated for any reason other than extent of Contractor's indemnification obligations for third party damages as stated Seller's default under Section 11.1, Buyer shall pay Seller for all Products completed, under this Agreement. Said policies shall be in the usual form of commercial general lease fees incurred and Services performed before the effective date of termination, and automobile liability insurance policies, but shall include the following provisions: plus expenses reasonably incurred by Seller in connection with the termination. The amount due for Services shall be determined in accordance with the milestone It is agreed that the City of Riverside, and its officers, employees and schedule (for completed milestones and rates set forth in the Contract (for work agents, are added as additional insureds under this policy, but only to the toward milestones not yet achieved and where there is no milestone schedule), os extent required by the underlying written contract with the Named applicable or, where there are no milestones and/or rates in the Contract, at Seller's Insured that is in place prior to an "occurrence" giving rise to a loss. then-current standard time and material rates. In addition, Buyer shall pay Seller a cancellation charge equal to 80% of the Contract Price applicable to uncompleted made-to-order Products and/or Services and 15% of the Contract Price applicable

9.3.4 The insurance policy or policies shall also comply with the following to all other uncompleted Products and/or Services. provisions: 11.5 Either Buyer or Seller may terminate the Contract (or the portion affected) upon twenty (20) days advance notice if there is an excusable event (as described in Article a. The policy shall be endorsed to waive any right of subrogation against the 10) lasting longer than one hundred and twenty (120) days. In such case, Buyer shall pay to Seller amounts payable under Section 11.4, excluding the cancellation charge for uncompleted Products and/or Services.

Buyer and its sub-Seller, employees, officers and agents to the extent they are 11.6 Buyer shall pay all reasonable expenses incurred by Seller in connection with a an additional insured. suspension, including, but not limited to, expenses for repossession, fee collection, demobilization/remobilization, and costs of storage during suspension. The schedule for Seller's obligations shall be extended for a period of time reasonably necessary b. Not used. to overcome the effects of any suspension.

The policy shall specify that the insurance provided by Seller will be 12. Compliance with Laws, Codes and Standards considered primary and not contributory to any other insurance available to the 12.1 Seller shall comply with laws applicable to the manufacture of Products and its Buyer and Endorsement No. CG 20010413 shall be provided to the Buyer to the performance of Services. Buyer shall comply with laws applicable to the application. extent they are an additional insured. operation, use and disposal of the Products and Services.

12.2 Seller's obligations are conditioned upon Buyer's compliance with all U.S., EU

9.4 Not used. and other applicable trade control laws and regulations. Buyer shall not trans-ship, re-export, divert or direct or otherwise make or allow any disposition of Products

9.5 Subcontractors' Insurance. Seller shall require all of its subcontractors to carry other than in and to the ultimate country of destination declared by Buyer and insurance, in an amount sufficient to cover the risk of injury, damage or loss that may specified as the country of ultimate destination on Seller's invoice. Buyer hereby be caused by the subcontractors' scope of work and activities provided in furtherance certifies that the equipment, materials, services, technical data, software or other of this Agreement, including, but without limitation, the following coverages: Workers information or assistance furnished by Seller under this Contract will not be used in Compensation, Commercial General Liability, and Automobile liability. Upon Buyer's the design, development, production, stockpiling or use of chemical, biological, or request, Seller shall provide Buyer with satisfactory evidence that Subcontractors nuclear weapons either by Buyer or by any entity acting on Buyer's behalf. have obtained insurance policies and coverages required by this section. 12.3 Notwithstanding any other provision, Buyer shall timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization, including, but not limited to, building and environmental permits, import licenses, environmental impact assessments, and foreign exchange authorizations, required for the lawful performance of Services at the Site or

10. Schedule and Excusable Events fulfillment of Buyer's obligations, except that Seller shall obtain any license or

10.1 Any durations or periods of time quoted on the schedule or otherwise agreed registration necessary for Seller to generally conduct business and visas or work for performance, delivery and/or completion of the Services or delivery of Products permits, if any, necessary for Seller's personnel. Buyer shall provide reasonable shall be regarded as estimated only. In addition, delivery times are dependent upon assistance to Seller in obtaining such visas and work permits. prompt receipt by Seller of all information necessary to proceed with the work without interruption. In the event Seller agrees in writing to guaranteed performance, 13. Environmental, Health and Safety Matters delivery and/or completion times and specific sums as liquidated damages for late 13.1 Buyer shall maintain safe working conditions at the Site, including, without performance, delivery or completion, any such liability for damages shall only limitation, implementing appropriate procedures regarding Hazardous Materials commence when the period of delay exceeds the guaranteed date or time by 14 confined space entry. and energization and de-energization of power systems (fourteen) calendar days and liquidated damages may be applied and be levied only (electrical, mechanical and hydraulic) using safe and effective lock-out/tag-out from that 14th day onwards. Payment of liquidated damages shall be in full and final ('LOTO") procedures including physical LOTO or a mutually agreed upon alternative settlement of any and all liability of the Seller for delays under the Contract and shall method. be Buyer's sole and exclusive remedy for failing to achieve the performance, delivery 13.2 Buyer shall timely advise Seller in writing of all applicable Site-specific health. and/or completion guarantee. The Seller's maximum aggregate liability for liquidated safety, security and environmental requirements and procedures. Without limiting damages for delay shall in no circumstances exceed 5% (five per cent) of the total Buyer's responsibilities under Article 13. Seller has the right but not the obligation to. amount of the Contract Price paid to the Seller. from time to time, review and inspect applicable health, safety, security and

10.2 Seller shall not be liable and shall not be considered in breach of any obligations environmental documentation, procedures and conditions at the Site. to supply manpower, deliver Products or to perform, deliver or complete the Services 13.3 If, in Seller's reasonable opinion, the health, safety, or security of personnel or or any parts thereof within specified durations or periods or by a specified time if it is the Site is, or is apt to be, imperiled by security risks, terrorist acts or threats, the delayed or prevented, directly or indirectly, by any cause beyond its reasonable presence of or threat of exposure to Hazardous Materials, or unsafe working control, or by armed conflict, acts or threats of terrorism, epidemics, strikes or other conditions, Seller may, in addition to other rights or remedies available to it, evacuate labor disturbances, or acts or omissions of any governmental authority or of the some or all of its personnel from Site, suspend performance of all or any part of the Buyer or Buyer's contractors or suppliers or for any period of suspension under Contract, and/or remotely perform or supervise work. Any such occurrence shall be Section 11.3. If any such cause or excusable event occurs, the schedule for Seller's considered an excusable event. Buyer shall reasonably assist in any such performance shall be adjusted accordingly and dates or times stated in the schedule evacuation. for performance and/or completion of the Services shall be extended by the amount 13.4 Operation of Buyer's equipment is the responsibility of Buyer. Buyer shall not of time lost by reason of the event plus such additional time as may be needed to require or permit Seller's personnel to operate Buyer's equipment at Site. overcome the effect of the event. If acts or omissions of the Buyer or its contractors 13.5 Buyer will make its Site medical facilities and resources available to Seller or suppliers cause the delay, Seller shall also be entitled to an equitable price personnel who need medical attention. adjustment. 13.6 Seller has no responsibility or liability for the pre-existing condition of Buyer's equipment or the Site. Prior to Seller starting any work at Site, Buyer will provide documentation that identifies the presence and condition of any Hazardous

11.1 Buyer may terminate the Contract (or the portion affected for cause if Seller (i) Materials existing in or about Buyer's equipment or the Site that Seller may becomes Insolvent/Bankrupt, or (i) commits a material breach of the Contract which encounter while performing under this Contract. Buyer shall disclose to Seller does not otherwise have a specified contractual remedy, provided that: (a) Buyer shall industrial hygiene and environmental monitoring data regarding conditions that first provide Seller with detailed written notice of the breach and of Buyer's intention may affect Seller's work or personnel at the Site. Buyer shall keep Seller informed of to terminate the Contract, and (b) Seller shall have failed, within 30 days after receipt changes in any such conditions. of the notice, to commence and diligently pursue cure of the breach. 13.7 Seller shall notify Buyer if Seller becomes aware of: (i) conditions at the Site

11.2 If Buyer terminates the Contract pursuant to Section 11.1, (i) Seller shall differing materially from those disclosed by Buyer, or (i) previously unknown physical reimburse Buyer the difference between that portion of the Contract Price allocable conditions at Site differing materially from those ordinarily encountered and

Page 3 of 4 ends

generally recognized as inherent in work of the character provided for in the Contract. arbitration shall be conducted in English. The decision of the arbitrators shall be final If any such conditions cause an increase in Seller's cost of, or the time required for and binding upon the parties. performance of any part of the work under the Contract, an equitable adjustment in 16.3 Notwithstanding the foregoing, each party shall have the right at any time, al its option and where legally available, to commence an action or proceeding in a

13.8 If Seller encounters Hazardous Materials in Buyer's equipment or at the Site that court of competent jurisdiction, subject to the terms of this Contract, to seek a require special handling or disposal, Seller is not obligated to continue work affected restraining order, injunction, or similar order (but not monetary damages), or to seek by the hazardous conditions. In such an event, Buyer shall eliminate the hazardous interim or conservatory measures. conditions in accordance with applicable laws and regulations so that Seller's work under the Contract may safely proceed, and Seller shall be entitled to an equitable 17. Inspection and Factory Tests adjustment of the price and schedule to compensate for any increase in Seller's cost Seller will apply its normal quality control procedures in manufacturing Products. of, or time required for, performance of any part of the work. Buyer shall properly Seller shall attempt to accommodate requests by Buyer to witness Seller's factory store, transport and dispose of all Hazardous Materials introduced, produced or tests of Products, subject to appropriate access restrictions, if such witnessing can generated in the course of Seller's work at the Site. be arranged without delaying the work.

Buyer shall indemnify Seller for any and all claims, damages, losses, and expenses arising out of or relating to any Hazardous Materials which are or were (i) 18. Software, Leased Equipment, Remote Diagnostic Services, PCB Services present in or about Buyer's equipment or the Site prior to the commencement of If Seller provides any software to Buyer, the Software License Addendum shall apply.

Seller's work, (i) improperly handled or disposed of by Buyer or Buyer's employees If Seller leases any of Seller's equipment or provides related Services to Buyer. agents, contractors or subcontractors, or li) brought, generated, including placing Seller's equipment at Buyer's site to provide remote Services, the released on Site by parties other than Seller. Lease Addendum shall apply. If Seller provides remote diagnostic services to Buyer. the Remote Diagnostic Services Addendum shall apply. If Seller provides PCB Services to Buyer, the PCB Services Addendum shall apply. If there is any conflict

14.1 Each party may at any time propose changes in the schedule or scope of between these Products and/or Services Terms and Conditions" and the terms of any Seller is not obligated to proceed with any change until addendum incorporated pursuant to this Article 18, the terms of the addendum shall both parties agree upon such change in writing. The written change documentation take precedence with respect to the applicable scope. will describe the changes in scope and schedule, and the resulting changes in price

19. General Clauses
Contract Price, schedule, and other provisions will be equitably 19.1 Products and Services sold by Seller are not intended, in whole or in part, for adjusted to reflect additional costs or obligations incurred by Seller resulting from a application (and will not be used in connection with or nearby any nuclear facility or after Seller's proposal date, in Buyer's Site-specific requirements or activity, and Buyer warrants that it shall not use or permit others to use Products procedures, or in industry specifications, codes, standards, applicable laws or and/or Services for any such purposes, without the advance written consent of regulations. Unless otherwise agreed by the parties, pricing for additional work arising from such changes shall be at Seller's time and material rates. 19.2 Seller may assign or novate its rights and obligations under the Contract, in

14.3 It shall be acceptable and not considered a change if Seller delivers a Product whole or in part, to any of its affiliates or may assign any of its accounts receivable that bears a different, superseding or new part or version number compared to the under this Contract to any party without Buyer's consent. Buyer agrees to execute part or version number listed in the Contract. any documents that may be necessary to complete Seller's assignment or novation.

Seller may subcontract portions of the work, so long as Seller remains responsible for it. The delegation or assignment by Buyer of any or all of its rights or obligations

15.1 Except for claims of personal injury or property damage from a third party to under the Contract without Seller's prior written consent (which consent shall not be the maximum extent permitted by applicable law, the total liability of Seller for all unreasonably withheld) shall be void. claims arising from or related to the formation, performance or breach of this 19.3 Buyer shall notify Seller immediately upon any change in ownership of more Contract, or provision of any Products and/or Services, shall not exceed the li) than fifty percent (50%) of Buyer's voting rights or of any controlling interest in Buyer.

Contract Price, or (i) if Buyer places multiple order(s) under the Contract, the price of If Buyer fails to do so or Seller objects to the change, Seller may (a) terminate the each particular order for all claims arising from or related to that order and ten Contract, (b) require Buyer to provide adequate assurance of performance (including thousand USD (US $10,000) for all claims not part of any particular order. but not limited to payment), and/or (c) put in place special controls regarding Seller's

15.2 Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement power, cost of capital, 19.4 If any Contract provision is found to be void or unenforceable, the remainder of downtime costs, increased operating costs, any special, consequential, incidental, the Contract shall not be affected. The parties will endeavor to replace any such void indirect, or punitive damages, or claims of Buyer's customers for any of the foregoing or unenforceable provision with a new provision that achieves substantially the types of damages. same practical and economic effect and is valid and enforceable.

15.3 All Seller liability shall end upon expiration of the applicable warranty period, 19.5 The following Articles shall survive termination or cancellation of the Contract:
provided that Buyer may continue to enforce a claim for which it has given notice 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 18, 19 and 20. prior to that date by commencing an action or arbitration, as applicable under this 19.6 The Contract represents the entire agreement between the parties. No oral or Contract, before expiration of any statute of limitations or other legal time limitation written representation or warranty not contained in this Contract shall be binding on but in no event later than one year after expiration of such warranty period. Buyers and Seller's rights, remedies and obligations arising from or

15.4 Seller shall not be liable for advice or assistance that is not required for the work related to Products and/or Services sold under this Contract are limited to the rights scope under this Contract. remedies and obligations stated in this Contract. No modification, amendment,

15.5 Buyer will not supply Products and/or Services to any third party, or use Products rescission or waiver shall be binding on either party unless agreed in writing. and/or Services other than at the Site owned by Buyer. In case of non-compliance, 19.7 Except as provided in Article 15 (Limitations of Liability), this Contract is only for Buyer shall (i) indemnify and defend Seller from and against any and all claims by. the benefit of the parties and not for any third parties. and liability to, any third party to whom Products and/or Services are supplied, and 19.8 This Contract may be signed in multiple counterparts that together shall (i) require that the third party agree, for the benefit of and enforceable by Seller, to be bound by the provisions of Article 7 and all the limitations included in this Article

15. 15.6 For purposes of this Article 15, the term "Seller" means Seller, its affiliates, 20.1 This Article 20 applies only if the Contract is for the direct or indirect sale to any subcontractors and suppliers of any tier, and their respective employees. agency of the U.S. government and/or is funded in whole or in part by any agency of limitations in this Article 15 shall apply regardless of whether a claim is based in the U.S. government. contract, negligence, statute, indemnity, tortious/extra-contractual liability theory. 20.2 Buyer agrees that all Products and/or Services provided by Seller meet the definition of "commercial-off-the-shelf" I"COTS") or "commercial item" as those terms are defined in Federal Acquisition Regulation ('FAR") 2.101. To the extent the Buy

16. Governing Law and Dispute Resolution American Act, Trade Agreements Act, or other domestic preference requirements are

16.1 This Contract shall be governed by and construed in accordance with the laws applicable to this Contract, the country of origin of Products is unknown unless of (i) the State of California if Buyer's place of business is in the U.S. or (i) England and otherwise specifically stated by Seller in this Contract Buyer agrees any Services Wales, if the Buyer's place of business is outside the U.S., in either case without giving offered by Seller are exempt from the Service Contract Act of 1965 (FAR 52.222-41). effect to any choice of law rules that would cause the application of laws of any other Buyer represents and agrees that this Contract is not funded in whole or in part by American Recovery Reinvestment Act funds unless otherwise specifically stated in

16.2 All disputes and, to the maximum extent permitted by applicable law, all non- the Contract. The version of any applicable FAR clause listed in this Article 20 shall contractual obligations arising in any way whatsoever out of or in connection with be the one in effect on the effective date of this Contract. this Contract arising in connection with this Contract, including any regarding its existence or validity, shall be resolved in accordance with this Article 16. 20.3 If Buyer is an agency of the U.S. Government, then as permitted by FAR 12.302.

If a dispute is not resolved by negotiations, either party may, by giving written notice, Buyer agrees that all paragraphs of FAR 52.212-4 (except those listed in 12.302(b)) refer the dispute to a meeting of appropriote hiaher management. to be held within are replaced with these Terms and Conditions. Buyer further agrees the twenty (20) business days after the giving of notice. If the dispute is not resolved subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale of COTS within thirty (30) business days after the giving of notice, or such later date as may be and/or commercial items and as appropriate for the Contract Price. mutually agreed, either party may commence arbitration or court proceedings. depending upon the location of the Buyer, in accordance with one of the following: subcontractor at any tier, on behalf of any agency of the U.S. Government, then if the Buyer's pertinent place of business is in the U.S., legal action shall be Buyer agrees that FAR 52.212-5(e) or 52.244-6 (whichever is applicable) applies only commenced in federal court with jurisdiction applicable to, or state court located in, to the extent applicable for sale of COTS and/or commercial items and as either appropriate state court of Riverside County, California (and Buyer hereby appropriate for the Contract Price. consents to be subject to such California federal and state jurisdiction) or the location of Buyer's principal place of business; or
(b) if the Buyer's pertinent place of business is outside the U.S., the dispute shall be submitted to and finally resolved under the Rules of Arbitration of the Internationa Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules (the "Rules"). The seat of arbitration shall be in London, England. The

Page 4 of 4 ends

GE Power
Standard
rate sheet
Global field services for aeroderivative gas turbines
Effective September 1st, 2022
дв
GE Power

STANDARD RATE SHEET

GLOBAL FIELD SERVICES FOR AERODERIVATIVE GAS TURBINES
GE's global services network is designed to anticipate and respond to our customer's needs throughout the life cycle of GE's LM* engines and packages. GE's worldwide services team supplies the highest quality parts, tools and technical support which is closely tied to our service engineering teams. This may result in higher availability and lower costs for you, our customer. Please contact your service manager for any of your service needs, 24 hours a day, 7 days a week.

Offerings
GE's global services network is dedicated to responding to your needs in an expedient manner. Our field service offerings help decrease your downtime and provide a lower cost operation by providing full technical coverage for your engine and package. Our services include but are not limited to: Periodic inspections of the engine and package, hot section inspections, generator test and inspection, trim balances, vibration surveys, performance testing, controls calibration, and all level In response to our customers' request for flexibility in commercial offerings, GE's global services network now provides the option for (FFP) Firm Fixed Pricing on many work scopes.

Technical Assistance
Incremental
Labor Rate
Charges
Per Hour
Offshore/
High Security Emergency
Double Man
Rate Classification Straight Time Over Time Areas Call-Out Camps Time
Field Representative $304 $456 $608 25% 20% 20%
Specialty Field Rep $435 $653 $871 25% 20% 20%
Site Manager $447 $671 $895 25% 20% 20%
Mobilization Fee $453
All charges are USD/HR
Companark f General Electric
Effective September 1st. 2022 1/5
GE Power

STANDARD RATE SHEET

GLOBAL FIELD SERVICES FOR AERODERIVATIVE GAS TURBINES
GE's global services network provides multiple levels of Site manager technical support for your aeroderivative gas turbines Manages all aspects of GE's field services work and coordinates all as follows:

GE activities on site.

Field services representative Notes:

Perform the maintenance action as well as provide technical Applicable rates
advice based on good engineering, manufacturing, installation and operation practices applicable to the equipment. Such services The normal work week is five consecutive eight-hour days (typical to also include testing, adjustment, and installation and start-up. specific countries, contact your regional customer service manager.

Field engineering services does not include supervision of Time in excess of the normal workday/work week will be billed at the purchaser's agents or other contractors. overtime rate. Over Time (OT) applies to billable hours on Saturdays and normal workday hours greater than 8 hours and less than 12 hours. Double Time (DT) applies to billable hours on Sundays, Specialty field representative holidays and normal workday hours greater than 12 hours.

May be any of the following:
• Gas turbine DLE mapper: Specialist skilled in methods required for
Minimum charge
adjusting the dry low NOx system to help optimize gas turbine emissions and life expectancy of combustion system A minimum charge of 4 hours straight time plus per diem and travel components. expense is charged for any service job. Offshore vessels or rigs and work in isolated areas with man-camps will be charged a minimum Laser alignment: Specialists utilizing GE proprietary digital laser 12 hours per day. alignment equipment, technology, and fleet data, to help ptimize internal component alignment and potentially provide ignificant reductions in outage duration over conventiona Mobilization fee
• alignment methods.
• Controls programming Mobilization fee consists of basic job preparation including but not limited to: normal risk assessments or method statements; Boro-blend: Specialists trained at blending damage to the environmental, health and safety preparation; tooling and • HPC/LPC blades through the borescope ports. resource coordination and restocking. This fee is invoiced on a per dispatch basis in the amount of $453.

Excitation: Specialists skilled in the start-up and
troubleshooting of excitation systems interfacing circuits, • breakers, and Power systems. Waiting time/standby time Vibration: Specialists experienced in vibration data If the field service technician is requested to wait at the site location, acquisition, vibration machinery diagnostics, rotor balance waiting time will be charged at minimum 8 hours per day at the analysis, and recommendations on installation of balance applicable rate (i.e., standard rates including applicable multipliers) weights. as set forth in the rate sheet. If the customer does not request the technician to wait, no charges will be due, the technician will not be Diagnostics: Specialists skilled in performance diagnostic tests available to work and, the technician is considered un-assigned and free to be assigned to other projects. Waiting time on offshore floating vessels, stationary rigs, and at isolated sites with man-camp living facilities will be charged a minimum 12 hours per day. To minimize travel expenses, non-working days scheduled in advance, such as weekends or holidays selected as non-working days, will not incur minimum hourly charges but the per diem will still apply.

Effective September 1s, 2022 2/5
GE Power

STANDARD RATE SHEET

GLOBAL FIELD SERVICES FOR AERODERIVATIVE GAS TURBINES
Working hours Living expenses:

Individual maximum working hours are 12 hours per day not to Per diem will be billed for any portion of a day worked including exceed 84 hours per fiscal week. Exceptions to the maximum 12- travel days. This daily charge is for normal daily expenses such as hour workday must be agreed to PRIOR to work commencing with lodging, meals, laundry, normal communication expenses, fuel for the regional customer service manager up to a maximum of 14 hours rental car, and reasonable road tolls for all days. Any other daily per day per individual (followed by an appropriate 10-hour rest cycle expenses will be invoiced at cost plus 15%. but not to exceed 84 hours per week. Unless otherwise contracted, working hours do not include the following: lunch or daily travel less • Regular per diem, $253 USD per day per employee than 30 minutes per leg between lodging and work location. Contact • High cost per diem (Applies when lodging cost is more thar your local regional field service office for further clarification. In $130 USD per night, including taxes/per person), $330 USC situations where local regulations or customer policies exist regarding per day per employee on-duty limitations, the more conservative procedure shall take Rest and recreation:

Due to local labor laws, Environmental Health and Safety (EHS) regulations or GE policy, field service personnel will need to rotate out Travel time
of work sites on Rest and Recreation (R&R) after being onsite for a Travel time will be charged at the straight time rate as set forth in the certain duration of time. In such circumstances, costs related to R&R rate sheet, on a round trip basis, from the GE representative's point of travel will be charged to the customer at the current prevailing rates dispatch. plus applicable multipliers. If personnel do not travel away from the work site but also do not work on these days, hourly charges will not apply but the per diem rate will be applicable.

Transportation expenses
Emergency call-out
All transportation (i.e., mileage, airfare, train, taxi, ferry, rental car, etc., expenses for each dispatch are invoiced at cost plus 15%. Mileage wil Dispatch with less than 48 hours' notice will be assessed a 20% be invoiced at $1.47 USD/mile when technicians travel to customer emergency call-out fee on labor hours only. site via automobile.

Offshore & man camps
Holidays Any labor for work sites located on offshore floating vessels, Holidays are country specific and double time rates are applicable. A stationary rigs or in isolated areas with man-camp living facilities, holiday schedule for each country can be provided upon request. will be assessed a 20% fee for all hours on site.

Purchased materials & contracted services:

High security area Will be billed at cost plus 30%. Purchased materials includes non- A region deemed to have a substantial level of security risk inherent Catalog items procured for the project/work location typically from with the location will be assessed a minimum 25% security fee on local supply. Contracted Services includes non-GE Aero/non- all labor hours. FieldCore services and includes 3rd party suppliers and other GE owned or affiliated entities (e.g., Bentley Nevada, APM, cranes, testing services, craft labor services, etc.)
Effective September 1st, 2022 3/5
GE Power

STANDARD RATE SHEET

GLOBAL FIELD SERVICES FOR AERODERIVATIVE GAS TURBINES
Tooling Rental fees - Transactional & CSA
Shipping fees
GE rents level 1 and level 2 special tools at competitive rates.

All customs, duties and handling fees incurred by GE in the process These tools are available through your respective Service Manager. of importing or exporting tooling or goods on behalf of the customer Tooling pricing is based on work scope as listed in tooling rental including excess baggage and customs duties for hand carried items table (Transactional & CSA). Listed price provides special tooling will be invoiced at cost plus 15% handling fee to complete contracted scope of work for the normal maintenance duration. Tooling required on site beyond the normal duration (1 week) of the contracted scope of work will be assessed a daily fee. Terms and conditions GE's technical representative must accompany all rentals of GE Customer service support is subject to standard terms and tooling assets. Tooling is not rented separately for direct customer conditions use.
- Products and/or Services Terms and Conditions (PTSC)
Tooling Rental fees - Installation & commissioning
GE rents level 1 and level 2 special tools at competitive rates. Effectively These tools are available through your respective project manager. These prices supersede all previously published prices for this same service. The prices of additional or newly established service will be Tooling pricing is based on work scope as listed in tooling rental table available on a quotation basis and may be subject to revision until Installation & commissioning (I&C). Listed price provides special such time as they are incorporated into the next issue of this price tooling to complete contracted scope of work. Tooling required on sheet. The prices indicated are list unit prices and are subject to site will be assessed a weekly fee. GE's technical representative change without notice. must accompany all rentals of GE tooling assets. Tooling is not rented separately for direct customer use.

Tooling Rental fees - Transactional & CSA
Catalog Workscope Oracle ERP Code UOM Rate
LM6000/LMS100 hot section workscope tooling.. APS FS. HS-LM60-LMS _Daily Days $11,700 LM2500/5000 hot section workscope tooling APS_FS_HS-LM25-50_Daily Days 57,571 LM500/1500/1600 hot section workscope tooling APS_FS_HS-LM5-15-16_Daily Days $4,678 Engine or PT exchange workscope tooling APS_FS_ENG-PTCHNG_Daily Days $3,250 Semi annual package inspection tooling N/A Days $2,660
Annual package inspection tooling APS_ FS_ INSP-ANNUAL Daily Days. $2,660 Special package tooling work packages - PTK, FTK,
Adre, emission, etc. APS_ES_TOOL-SPC_Daily _Days $1,237 Standard package tooling work packages - Shaker, O-
scope, precision, Impact, etc. APS_FS_TOOL-STND_Daily Days $595 Minor package tooling work packages - Fanuc, Genius,
etc. APS_ FS_TOOL-MINR_Daily Days $257
-ow pressure compressor workscope tooling APS_FS_LCDaily. Days $2,835 Turbine mid frame workscope tooling APS_ FS. TMF_Daily Days $2,835 High pressure compressor work cope tooling APS_FS_HPC_Daily Days $2,835 Borescope or boreblend tooling APS_ FS_BSI-BLEND_Daily Days $1,237 evel 1 work package tooling APS_FS-! _ENG-LVL1 Daily Days $733 Includes engine exchange + LPC + SB220 APS FS_SB220_Daily Days $8,492 Oil system flush (turbine or generator) APS_FS_Flush_ Daily Days $840 LMS100 Engine or PT exchange workscope APS_FS_LMS100XCHNG_Daily Days $2,916 LMS100 I& C Tool Conex APS_FS_LMS_CONEX_Daily. Days. N/A Other as quoted APS_FS_TOOL_Other Days Quote
4/5
Effective September 1ª, 2022
GE Power

STANDARD RATE SHEET

GLOBAL FIELD SERVICES FOR AERODERIVATIVE GAS TURBINES
Tool rental pricing - Transactional & CSA - continued
Normal scope
Catalog Workscope Oracle ERP Code UOM rate
_L M6000/LMS100 hot section workscope tooling APS_FS_ HS-LM60-LMS_WorkScope Week $46,802 LM2500/5000 hot section workscope tooling. APS_FS_HS-LM25-50_WorkScope Week 522,713 LM500/1500/1600 hot section workscope tooling LAPS_FS_ HS-LM5-15-16_WorkScope Week 514,034 Engine or PT exchange workscope tooling APS_FS_ENG-PTCHNG_WorkScope Week $9,749 Semi annual package inspection tooling APS_FS_INSP-SEMI_WorkScope Week $2,660 Annual package inspection tooling APS_FS_INSP-ANNUAL_WorkScope Week $5,319 Special package tooling work packages - PTK, FTK,
Adre, emission, etc APS_FS_TOOL-SPC_WorkScope Week $3,710 Standard package tooling work packages - Shaker,
O-scope, precision, Impact, etc. Week $1,190
Minor package tooling work packages - Fanuc,
Genius, etc. APS_FS_TOOL-MINR_WorkScope Week $257
Low pressure compressor workscope tooling APS_FS_LPC_WorkScope. Week $8,504 Turbine mid frame workscope tooling APS_FS_TMF_WorkScope Week $2,835 High pressure compressor workscope tooling APS_ES_HPC_WorkScope Week $2,835 Borescope or boreblend tooling Week N/A
Level 1 work package tooling N/A. Week N/A
Includes engine exchange + LPC + SB220 Week $25,477
APS_FS_SB220_WorkScope
Oil system flush (turbine or generator) APS_FS-Flush_WorkScope Week $5,879 LMS100 Engine or PT exchange workscope APS_FS_LMS100XCHNG_WorkScope Week $8,749 LMS100 I&C Tool Conex APS_FS_LMS_CONEX_Monthly. Vionti $10,207 Other as quoted Week Quote
Tool rental pricing - Installation & commissioning
Catalog Workscope Oracle ERP Code VOM Rate
Special package tooling work packages - PTK, FTK,
APS_FS_TOOL-SPC Week $6,183
Standard package tooling work packages - Shaker, o-
scope, precision, Impact, etc. APS_FS_TOOL-STND Week $2,975 Minor package tooling work packages - Fanuc, Genius,
etc. APS_FS_TOOL-MINR Week $1,283
Level 1 work package tooling APS_FS_ENG-LVLI Week $3,666 Oil system flush (turbine or generator) APS FS Flush Week $4,200 LMS100 1&C Tool Conex APS_FS_LMS_CONEX_Monthly Month $10,207 LMS100 Engine or PT exchange workscope APS_ FS_LMS100XCHNG Week $14,582 Other as quoted APS_FS_TOOL_Other Quate
Effective September 1+, 2022 5/5
www.gepower.com
GE Power is a leading provider of Power equipment, engines and services, focused on Power generation at or near the point of use. GE Power's product portfolio includes highly efficient industrial reciprocating engines and aeroderivative gas turbines
that generate 100 kW to 100 MW of Power for numerous industries globally.

We provide life cycle support for more than 37,000 aeroderivative gas turbines worldwide to help you meet your business challenges and success metrics - anywhere and anytime. GE's global service network connects with you locally for rapid response to your service needs.

Headquartered in Schenectady, N.Y., GE Power
employs about 38,000 people around the world.

Imagination at work
GE Power is a business unit of the General Electric Company. The GE brand, logo. and lumination are trademarks of the General Electric Company. © 2022 General Electric Company. Information provided is subject to change without notice.

All values are design or typical values when measured under laboratory conditions.

GEA32195
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on this _ day of _ , 2022.

CITY OF RIVERSIDE, a California GE PACKAGED POWER, LLC, a Delaware charter city and municipal corporation Limited liability company authorized to do business in California
By: By:_ Stigh Jewis
City Manager Name: ISKIGH LEWIS
Title: COMMERCIAL DIRECTOR
By:_
Attest: Name:

City Clerk Title:

Certified as to Availability of Funds:

By:_ Restle
for Chief Financial Officer
Approved as to Form:

By:

Deputy City Attorney
CA# 22-1517
1lrc-citylaw\cycom\wpdocsld013\p038\00682542.doc
GE Packaged Power, LLC
16415 Jacintoport Blvd, Houston,
TX 77015-6589 United States
USA

POWER OF ATTORNEY
Effective as of the date this power of attorney is executed (the "Effective Date"), GE Packaged Power, LLC (the 'Company"), a Limited Liability Company organized and existing under and by virtue of the laws of the State of Delaware, United States of America, and having a principal place of business at 16415 Jacintoport Blvd, Houston, TX 77015-6589 United States, hereby appoints and constitutes the following person:

Skigh Lewis - 204047634
as its true and lawful attorney-in-fact ("Attorney-in-Fact"), hereby giving and granting him full power and authority in the name and on behalf of the Company to do the following:
i. To prepare, execute and deliver sales, purchase and consignment contracts on behalf of the Corporation; and
ii. To do any and every act and to exercise any and every power that the undersigned might or could do with respect to the foregoing and which such Attorney-in-Fact, in his judgment, deems necessary and advisable to give effect to the matters contemplated in this POA.

The Company confirms that all acts done and documents executed or signed by Attorney-in-Fact in the proper or purported exercise of such Attorney-in-Fact's powers and/or authorities hereunder shall for all purposes be conclusive, valid, legally binding and enforceable on the Company, its successors and assigns, without countersignature, attestation and without affixation of the corporate seal of the The following provisions shall govern this power of attorney ("POA"):

This POA does not permit Attorney-in-Fact to enter into any borrowing or other similar transaction on behalf of the Company which will result in indebtedness or other similar financial obligation on the part of the Company;

2. This POA does not permit Attorney-in-Fact to open bank accounts on behalf of the Company; Nothing in this POA authorizes Attorney-in-Fact to give or offer any bribe or facilitating payment on behalf of the Company;
The powers granted by this POA shall be exercised in compliance with any and all policies and directions established by the management of the Company;

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5. All business transacted under this POA on behalf of the Company shall be transacted in the corporate name and all instruments executed by Attorney-in-Fact for the purpose of carrying out the foregoing powers shall contain the corporate name, followed by that of the Attorney- in-Fact and the title "Authorized Signatory" or "Attorney-in-Fact";

6. This POA shall be effective as of the Effective Date and remain in effect as to specific Attorney- in-Fact until the earlier of (i) 2 years after the Effective Date, (ii) this POA being revoked in writing as to such Attorney-in-Fact, and (iii) either, as applicable, (x) such Attorney-in-Fact no longer being employed by the Company or one of its affiliates or (y) if such Attorney-in-Fact is employed by a third party engaged to provide services to the Company, such Attorney-in-Fact no longer being employed by such third party or such third party no longer being engaged by the Company;
This POA shall be governed by and construed in accordance with the laws of the State of Delaware; and

8. This POA may be executed by electronic means and a signed copy of this POA delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same effect as an original.

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this POA on behalf of the Company as of the date set forth below.

GE Packaged Power, LLC
- DocuSigned by:
amol mody
By: - C05C872D6F87479
Name: Amol Mody
Title: Vice President
Date: 6/10/2021

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