Agenda packet — City Council and Authorities Concurrent, August 18, 2026 (part 15 of 19)

4.2.2.2 For depot services, the Contractor shall provide monthly progress reports, via email summarizing completed tasks, findings, current status, and planned next steps.

4.3 Contractor shall provide all reports in electronic format and hard copy if requested by the City.

SECTION 5. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site conditions within Contractor’s scope (i.e., areas where Contractor was responsible for the work) are restored to their condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 6. SCHEDULING AND PLANNING

6.1 Contractor shall coordinate with City to schedule the performance of Services including, if applicable, scheduling outages. When requested by City, Contractor shall plan, staff and execute scheduled Services with thirty (30) days advance notice, subject to the availability of required personnel, parts and subcontracted services. Contractor does not guarantee availability to support unplanned or emergency work.

6.2 Contractor will generally perform the Services during the City’s regular business hours, Monday through Friday, excluding City holidays, unless otherwise approved by the City in writing..

4.2.1 4.2.2
Agreement with GE Vernova International LLC Page 22 of 50 Rev. 12-1-25

6.3 Contractor shall be available to provide 24-hour emergency services, seven (7) days per week, 365 days per year. Contractor shall provide an emergency contact phone number at which an individual can be reached at any time. Contractor shall respond via phone or email to an emergency request within 24 hours of the City’s notification.

Contractor and City shall mutually agree on scheduling the required emergency service.

Contractor shall provide a response and an action plan within 48 hours of notification to perform the Services assuming personnel are available to provide this response..

Should Contractor agree to provide services, Contractor shall repair the affected equipment or resolve the emergency within two (2) business days...

SECTION 7. SERVICE REQUEST

7.1 Contractor acknowledges that Contractor is one of multiple firms selected to perform the Services pursuant to separate agreements. The City will award and authorize specific Services as set forth in this Section 7. The City does not guarantee that any specific service will be authorized under this Agreement. This Section 7 contains the process for awarding Services under this Agreement.

7.2 When the City requires services, City will notify contractor(s) under contract to provide a written proposal. City will provide a description of the Services required and any other pertinent information (Work Request). Contractor shall prepare and submit a written proposal (Proposal). Contractor’s Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.3 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.

7.4 Authorization of Work; Issuance of Purchase Order
If there are multiple firms, the City will select a Contractor Proposal based on evaluation/award criteria established by the City. If City accepts Contractor’s proposal, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, the proposal total dollar amount , and such other information the City and Contractor may require.

Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

6.3.1 6.3.2

7.4.1 7.4.2
Agreement with GE Vernova International LLC Page 23 of 50 Rev. 12-1-25
Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fail to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

7.5 Additional Services or Modifications
Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.

If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7.2.

Contractor shall not be entitled to additional compensation for issues such as errors in calculation of original pricing, changes in staff, or other changes that are not directly related to changes requested by City.

7.6 Immediate Need / Interim Work Orders
The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

7.6.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.4.3 7.5.1

7.5.2 7.5.3

7.5.4 7.6.1
Agreement with GE Vernova International LLC Page 24 of 50 Rev. 12-1-25

7.6.1.2 In the event work is required to maintain a critical City function or project schedule.

Each interim authorization issued in writing shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require. Contractor will provide an estimated total amount for the Immediate Need/Interim Work Orders which is subject to change based on the services required to fulfill the City’s needs.

Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement.

The Proposal shall include all services required including those services already completed or initiated, and associated rates and All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the terms of this Agreement.

If the City approves the Proposal, the City will issue a Purchase Order as soon as reasonably practicable. Any such Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

A Purchase Order must be consistent with – and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal or Purchase Order, even if the Proposal or Purchase Order expressly states that it is intended to control. Any conflicting terms and conditions in a Proposal or Purchase Order are invalid and unenforceable.

The order of precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, and (3) Proposal.

7.7 The City may terminate a Purchase Order for convenience within ten (10) days prior written notice to Contractor except that Contractor shall be paid for all Services in accordance with Section 7.C of the Agreement. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

8.1 Contractor shall perform all Services in a professional and environmentally responsible manner that meets or exceeds industry and professional standards of performance. All Services shall be performed by a Contractor employee skilled in the particular task to which they are assigned.

8.2 All parts and/or components replaced or newly installed in the system shall be factory new, or in refurbished condition, and free of defects in title, materials and workmanship at the time of their delivery and installation., Contractor may use rebuilt/refurbished

7.6.2 7.6.3

7.6.4 7.6.5
Agreement with GE Vernova International LLC Page 25 of 50 Rev. 12-1-25
parts or new parts from another manufacturer if such alternate parts and/or components are approved by the original manufacturer and/or City for use in the specific piece of equipment of the system. If performance, reliability, or compatibility issues are identified with a refurbished product or component, the City shall have the right to reject the use of refurbished parts for the applicable equipment and require the Contractor to provide new replacement parts.

8.3 Defects in workmanship, as determined in the Services by the City r, shall be removed and replaced to conform to the quality standards of. industry, or otherwise corrected to the City’s satisfaction, at Contractor’s sole expense.

8.4 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any defective Services, the Contractor shall re-perform defective Services and if despite Contractor’s reasonable efforts, or non-conforming Services cannot be re-performed, Contractor shall refund monies paid by the City for such non-conforming Work.

8.5 ARTICLE 8 and 10 PROVIDES THE EXCLUSIVE REMEDIES FOR ALL WARRANTY

CLAIMS BASED UPON THE FAILURE OF OR DEFECT IN PRODUCTS OR SERVICES AND/OR CONTRACTOR’S PERFORMANCE, WHETHER THE FAILURE

OR DEFECT ARISES BEFORE OR DURING THE APPLICABLE WARRANTY PERIOD.

SECTION 9. PERMITS AND LICENSES

9.1 Contractor shall obtain any license or registration necessary for Contractor to generally conduct business and visas or work permits, if any, necessary for Contractor’s personnel.

9.2 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

9.3 Contractor is responsible for obtaining an 811-DIG permit for any services that require digging.

SECTION 10. WARRANTY

10.1 All Services performed by Contractor shall carry a warranty of a minimum of twelve (12) months from the date of completion of the Services set forth in the applicable Purchase Order. Contractor shall perform all warranty-related work at no additional cost to the City. All costs incurred to remove, disassemble, reassemble, re-install, reconstruct, re-inspect and retest the product hereunder (including the costs of mobilization and demobilization) will be to the account of Contractor.

10.2 All parts provided by Contractor shall include a warranty of no less than the greater of either twelve (12) months or the OEM warranty period. In the event the OEM warranty is less than twelve (12) months, Contractor shall extend the OEM warranty to a Agreement with GE Vernova International LLC Page 26 of 50 Rev. 12-1-25
minimum of twelve (12) months. All parts fabricated by Contractor shall include a warranty of twelve (12) months. Contractor shall provide the City with a copy of any manufacturer’s warranty or extended manufacturer’s warranty.

10.3 If product and/or Services do not meet the above warranties, the City shall promptly notify Contractor in writing prior to expiration of the applicable Warranty Period.

Contractor shall (i) at its option, repair or replace defective products and (ii) re-perform defective Services. If despite Contractor’s reasonable efforts, a non-conforming product cannot be repaired or replaced, or non-conforming Services cannot be reperformed, Contractor shall refund monies paid by the City for such non-conforming Work. Any Service or product that is the subject of warranty repair will be re-warranted by Contractor pursuant to the same Warranty set forth in this Agreement, for a period equal to the longer of (a) one (1) year from the date such re-performance, rework, repair or replacement is completed, or (b) the remaining period under the Warranty Period. Contractor’s warranty obligations exclude the repair or replacement of any damaged parts or products other than the initially failing product which caused the damage, except that Contractor shall be responsible for the repair cost of such damaged equipment. The City and Contractor shall agree on the specifications of any tests to determine whether a non-conformance exists. Contractor shall perform all warranty work within a reasonable time.

10.4 The warranties and remedies are conditioned upon (a) City’s proper storage, installation, use, operation, and maintenance of products in accordance with vendors’, manufacturers’ and/or designers’ recommendations, (b) City keeping accurate and complete records of operation and maintenance during the warranty period and providing the Contractor reasonable access to those records, and (c) modification or repair of products and/or Services only as authorized by the Contractor in writing.

Failure to meet any such conditions renders the warranty null and void. Contractor is not responsible for normal wear and tear or damage including that due to environment or erosion, corrosion, or material deposits from fluids.

SECTION 11. CITY FURNISHED MATERIALS

11.1 Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor SECTION 12. WORK AREA

12.1 The City shall maintain safe working conditions at the Services site, including, without limitation, implementing appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems, where Services or related work are being performed, in a clean and orderly condition at all times. The work area shall be kept free from surplus materials, waste materials, debris, spills, dirt and rubbish materials. Contractor has no responsibility or liability for the preexisting condition of City’s Tools, Facility or the Site. Prior to Contractor starting any work at City site, The City will provide documentation that identifies the presence and Agreement with GE Vernova International LLC Page 27 of 50 Rev. 12-1-25
condition of any Hazardous Materials existing in or about City’s Tools, Facility or the Site that Contractor may encounter while performing under this Contract. The City shall disclose to Contractor industrial hygiene and environmental monitoring data regarding conditions that may affect Contractor’s work or personnel at the Site. The City shall keep Contractor informed of changes in any such conditions. Upon completion of the scheduled Services or at the end of each day, whichever comes first, Contractor shall ensure that its work area is left in a clean, and safe condition.

12.2 Contractor shall broom clean the site area of work during the course of and upon completion of Services. If Contractor encounters Hazardous Materials in City’s equipment or at the Site that require special handing or disposal, Contractor is not obligated to continue work affected by the hazardous conditions. In such an event, the City shall eliminate the hazardous conditions in accordance with applicable laws and regulations so that Contractor’s work under the Contract may safely proceed, and Contractor shall be entitled to an equitable adjustment of the price and schedule to compensate for any increase in Contractor’s cost of, or time required for, performance of any part of the work.

12.3 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City operations, employees, and the public during the performance of Services.

SECTION 13. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS This Section applies only if the performance of Services requires the use of physical tools, equipment, vehicles, or materials.

13.1 Contractor shall provide all equipment, tools (including any specialty tooling), and materials required for the performance of the Services. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

13.2 Contractor shall maintain tools and equipment in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

13.3 Contractor shall safely store and secure tools, equipment, and vehicles under lock and key when not in use. Contractor will not leave keys in any vehicles or equipment when not in use. Contractor shall promptly report to the City any loss or damage to tools, equipment, or vehicles.

13.4 Neither the City or Contractor shall be responsible for the loss of tools or damage to the other party’s equipment, or materials except to the extend such loss or damage is caused by the the responsible party or its personnel.

Agreement with GE Vernova International LLC Page 28 of 50 Rev. 12-1-25
SECTION 14. DISPOSAL OF WASTE AND SCRAPS

14.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws.

Contractor is solely responsible for arranging and implementing proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials introduced, produced, or generated in the performance of the Services.

SECTION 15. SAFETY

15.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons at the work site , property, and the public during the performance of Services. Contractor shall install and maintain appropriate safeguards, warning signs, and barriers (e.g., cones, tape, delineators, etc.) as required by applicable law and the conditions of work, and post warnings against known or unusual hazards.

15.2 The City shall maintain safe working conditions at the City site, including, , implementing appropriate procedures regarding Hazardous Materials, confined space entry, and energization and de-energization of power systems (electrical, mechanical, and hydraulic) using safe and effective lock-out/tag- out (“LOTO”) procedures including piping and instrumentation diagram/drawing (PI&D), single line diagram for indicated systems and physical LOTO.

15.3 Contractor shall review review and inspect applicable health, safety, security, LOTO and environmental documentation, procedures, and conditions at the Service sitee.

15.4 If, in Contractor’s reasonable opinion, the health, safety, or security of personnel or the Services site is, or is apt to be, imperiled by security risks, terrorist acts or threats, the presence of or threat of exposure to Hazardous Materials, or unsafe working conditions, Contractor may, in addition to other rights or remedies available to it, evacuate some or all of its personnel from site, suspend performance of all or any part of the Agreement, and/or remotely perform or supervise work. If verified by City, any such occurrence shall be considered an excusable event subject to excusable event.

15.5 The City will make its Site medical facilities and resources available to Contractor’s personnel who need medical attention. Where applicable, Contractor shall perform all Services in accordance with accepted industry standards and practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Electrical Manufacturer’s Association (NEMA), NETA, and IEEE standards.

15.6 If required by applicable law due to the nature of the Services, Contractor shall maintain a written Injury and Illness Prevention Program (IIPP) in compliance with Section 3203, Title 8 of the California Code of Regulations (CCR). The IIPP shall include specific instructions with regard to hazards unique to the employee's job assignment.

Contractor shall make a copy available to the City upon request and shall keep a copy Agreement with GE Vernova International LLC Page 29 of 50 Rev. 12-1-25
accessible at the work site. As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

15.7 Where applicable, Contractor must comply with all site-specific safety requirements and procedures, including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE). Contractor must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

15.8 Where applicable, Contractor’s employees (including any subcontractors) must use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing.

Any required PPE and FR clothing shall be provided at the expense of Contractor.

15.9 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations. The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 17) and Contractor employees.

SECTION 16. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation. Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 17. CONTRACTOR PERSONNEL

17.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during the performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback. The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.

17.2 Staffing
Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

17.2.1 Agreement with GE Vernova International LLC Page 30 of 50 Rev. 12-1-25
Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

Contractor shall inform City immediately of any change in key personnel assigned to this agreement. Contractor shall submit the resumes and other qualifications of the proposed replacement employee(s) to City for review and approval.

City may reasonably request reassignment of key staff, including the Project Manager. In the event of a request, Contractor shall submit the resumes and other qualifications of proposed replacement employee(s) to City for review and approval.

17.3 Employee Training
At Contractor’s sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

Contractor’s training program shall follow Contractor’s standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

Contractor shall be familiar with SVP’s operating standards. Where applicable, all employees are required to watch SVP’s safety video once per calendar year or prior to the commencement of the Services. Contractor may bill on a time and material basis for any on-site training required by the City.

At the City’s request, Contractor shall submit copies of training records for its employees.

17.4 Standards of Conduct
Contractor is solely responsible for its employees while on or about the work site. This includes but is not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders. Contractor shall ensure that while on or about the work site, its employees do not:

17.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

17.2.2 17.2.3

17.2.4 17.3.1

17.3.2 17.3.3

17.3.4 17.3.5

17.4.1 Agreement with GE Vernova International LLC Page 31 of 50 Rev. 12-1-25

17.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

17.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

17.4.1.4 Possess or use any firearms, narcotics, drugs, intoxicants, or other restricted materials while on City premises or performing Services.

If a Contractor employee fails to meet these standards of conduct, Contractor shall immediately remove the employee and provide a replacement. Contractor shall determine appropriate disciplinary actions in accordance with its own policy, a copy of which may be requested by the City at any time.

In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 18. E-BUILDER

18.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc.

SECTION 19. TRANSPORTATION, SHIPPING AND FREIGHT

19.1 Contractor shall be responsible for shipment and delivery of all required products, parts, materials, and equipment (‘products”) to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of this Agreement. All products, parts, materials, and equipment shall be. entirely at Contractor’s risk from the time they are placed in possession of the carrier for shipment to/from City until final acceptance by the City. Partial deliveries are permitted. Contractor may deliver products up to three (3) months in advance of the delivery schedule, provided such early delivery is approved in advance by the City. If Products delivered do not correspond in quantity, type, or price to those itemized in the shipping invoice or documentation, the City shall notify Contractor within forty-five (45) days after receipt of the products.

19.2 Contractor will pack and ship all products, parts, materials, and equipment in accordance with good commercial practices.

19.3 Contractor shall ensure that products, parts, materials, and equipment are insured against “all risks” from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from the City until received by the City at the location set forth in the applicable Purchase Order.

17.4.2 17.4.3
Agreement with GE Vernova International LLC Page 32 of 50 Rev. 12-1-25

19.4 Contractor shall notify City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor.

19.5 If any Products to be delivered under this Agreement or if any the City equipment repaired at Contractor’s facilities cannot be shipped to or received by The City when ready due to any cause attributable to the City or its other contractors, Contractor may ship such product or repaired equipment to a storage facility, including storage at the place of manufacture or repair, or to an agreed freight forwarder. If Contractor places such Products or repaired equipment into storage, the following apply: (i) title and risk of loss immediately pass to the City, if they have not already passed, and delivery shall be deemed to have occurred; (ii) any amounts otherwise payable to Contractor upon delivery or shipment shall be due; (iii) all expenses and charges incurred by Contractor related to the storage shall be payable by The City upon submission of Contractor’s invoices; and (iv) when conditions permit and upon payment of all amounts due, Contractor shall make the stored products and/or repaired equipment available to The City for delivery. If requested by City, Contractor shall deliver the product to a storage facility designated by the City.

19.6 Risk of loss shall pass to the City upon delivery pursuant to Section 19.1, acceptance of Products shall be deemed to occur upon delivery; acceptance of Services shall be deemed to occur upon City’s written acceptance of the Services.

Agreement with GE Vernova International LLC Page 33 of 50 Rev. 12-1-25

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

1.2 The City does not guarantee a minimum compensation under this Agreement.

SECTION 2. RATES

2.1 Rate Schedule
The rates applicable to the Services performed under this Agreement are listed in Appendix B1 (Rate Schedule), which is attached hereto and incorporated by reference.

The rates shown in Appendix B1 are fully burdened, including all costs such as labor, overhead, and profit.

2.2 Fixed Rates
The rates listed in Appendix B1 shall remain fixed for the first two (2) years of the Agreement term and shall not be subject to escalation or adjustment during that period, except as otherwise authorized by the City under this Exhibit B.

2.3 Additional Rates
If a specific rate, labor classification, equipment type, or service type required under this Agreement is not listed in Appendix B1, Contractor shall submit a written Proposal in response to the City’s Work Request. The City shall review the Proposal, and, if acceptable, approve the proposed rate(s) through a Purchase Order or a written amendment. Contractor must clearly provide justification for any additional rates. No such rates shall be effective or compensable unless expressly approved by the City through a Purchase Order or a written amendment.

2.4 Rate Adjustments
After the first two years of the Agreement, rate adjustments may be negotiated no more than once annually. Contractor shall submit any proposed rate adjustments in writing to the City at least ninety (90) days prior to the requested effective date. Any proposed rate adjustments are subject to approval by the City and must be substantiated by the Contractor to the satisfaction of the City. Should the City not agree to the new rate structure, Contractor is under no obligation to carry out any Work for the City. - Agreement with GE Vernova International LLC Page 34 of 50 Rev. 12-1-25

2.5 Labor Union or Prevailing Wage Adjustments
If Contractor’s employees are covered by a collective bargaining agreement or prevailing wage determination that results in an increase in mandatory labor wages during the term of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

SECTION 3. REIMBURSABLE EXPENSES
Contractor may pass through certain costs such as, but not limited to printing, materials, equipment, and travel as listed in the Reimbursable Expenses Schedule in this Section.

Expenses shall be reimbursable only to the extent that (1) Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required Services, (2) Contractor demonstrates that such expenses are not already included in the hourly rates or unit prices, where applicable, (3) such expenses were approved by the City in advance pursuant to Section 7.3 of Exhibit A, including issuance of a Purchase Order, (4) Contractor submits itemized receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any Mark Up conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents.

No Markup

2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.

No Markup

3. Charges for outside parts, materials, equipment, and services (including subcontractor fees, equipment,
rental equipment, materials, and facilities not
furnished directly by Contractor).

Vendor Invoice +
20%

4. Contractor may charge allowable mileage at the
prevailing IRS rate per mile for business related
travel. However, Contractor must submit backup
documentation that includes the travel start and end
locations, travel dates, and corresponding mileage
cost. Mileage is not applicable to rental cars. Rental
cars are reimbursed at actual fuel cost only.

No Markup

5. Per diem will be billed for any portion of a day worked including travel days. The per diem is a daily charge
covering expenses such as lodging, meals, laundry,
standard communication expenses, fuel for rental
car, and reasonable road tolls for all days.

Per Diem is
included in the
Labor Rates in
Appendix B

6. Other travel expenses such as taxi, parking, and tolls. No Markup

7. Contractor may provide tips or gratuities only in
accordance with standard business practices and in
No Markup
Agreement with GE Vernova International LLC Page 35 of 50 Rev. 12-1-25
Reimbursable Expense Schedule Mark Up
amounts not to exceed twenty percent (20%) of the
applicable charge. Any gratuities provided must be
customary to the industry and shall not be charged to
the City unless expressly authorized in writing. Any
non-customary gratuities or tips exceeding this cap
shall be the sole responsibility of the Contractor and
shall not be reimbursable by the City.

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
SECTION 4. PAYMENT PROVISIONS

4.1 Time and Materials
For Services authorized to be paid on a time and materials basis, Contractor shall provide an invoice to the City on a monthly basis for Services completed in the preceding month.

The invoice must include the following information:

Invoice Number, Purchase Order Number, and Invoice Period.

Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

Sufficient detail for City to verify (a) that the charges are in accordance with the Purchase Order, (b) that rates listed in Appendix B1 are charged, and (c) where applicable, hours worked can be matched to certified payroll submittals.

4.2 Fixed Price
For Services authorized to be paid on a fixed price basis, Contractor shall base the invoice to the City in accordance with the Purchase Order and based on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) and subject to the following:

Invoices must include the following information:

4.2.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

4.2.1.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.

Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.

4.1.1 4.1.2

4.1.3 4.2.1

4.2.2 Agreement with GE Vernova International LLC Page 36 of 50 Rev. 12-1-25
With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

Payment terms shall follow the payment terms and milestones included in the Proposal and approved by the City.

4.3 Pre-Payment
City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning the Services.

4.4 Payment Limited to Satisfactory Work.

Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been completed. .

4.5 Certified Payroll
When applicable, Contractor and all subcontractors shall submit certified payroll records for all workers employed in the performance of the Services. All certified payrolls shall be submitted in accordance with the requirements set forth in Exhibit D (Labor Compliance).

4.6 Accurate Invoice
Invoices shall be accurate, itemized, and submitted in a form mutually agreed to between Contractor and the City. If an invoice is incomplete or inaccurate, the City may return it to Contractor for correction and resubmittal before payment can be processed. Contractor shall not charge the City any interest, late fees, or penalties on any outstanding or delayed invoices due to inaccurate billing.

If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.

Contractor is not required to commence or continue its performance unless and until any applicable Progress Payments have been received. For each day of delay in receiving any Progress Payments, Contractor shall be entitled to an equitable extension of time to durations or periods of time (if any) expressly agreed to by the Parties in the written schedule for performance and/or completion of the Services or any parts thereof. Except for payment disputes, if at any time Contractor reasonably determines that City’s financial condition or payment history does not justify continuation of Contractor’s performance, Contractor shall be entitled to require or suspend its performance or terminate the Services.

4.2.3 4.2.4
Agreement with GE Vernova International LLC Page 37 of 50 Rev. 12-1-25

4.7 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.

Agreement with GE Vernova International LLC Page 38 of 50 Rev. 12-1-25
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE
SECTION 1. RATES

1.1 Contractor shall charge, and the City shall pay for actual Services rendered and authorized according to the process outlined in Section 7 of Exhibit A. The rates applicable for the Services are listed below in Tables B1 and B2.

Table B1 – LABOR RATES*

LABOR CLASSIFICATION STRAIGHT

TIME HOURLY
RATE

OVERTIME
HOURLY
RATE

DOUBLE TIME
/ HOLIDAY
LABOR

HOURLY RATE
Standard Field Representative $299 $448 $598
Specialty Field Representative $428 $642 $856
Site Manager $439 $659 $879
Travel Time At Straight Time Rate
*Labor Rates Include Per Diem

1.2 Time in excess of the normal workday/ work week will be billed at the overtime rate.

1.3 Over Time applies to billable hours on Saturdays and normal workday hours greater than 8 hours and less than 12 hours.

1.4 Double Time applies to billable hours on Sundays, holidays, and normal workday hours greater than 12 hours.

TABLE B2 – SERVICE RATES

SERVICE UOM RATE
Inspection Services
Borescope Inspection (BSI) One (1) Gas
Turbine / per
event
$7,800
Borescope Inspection (BSI) Two (2) Gas
Turbine / per
event
$12,000
Semi-Annual Inspection
Per Event Gas
Turbine
City Will Request
Pricing At The Time A
Work Request Is
Issued.

Agreement with GE Vernova International LLC Page 39 of 50 Rev. 12-1-25
Annual Inspection (BSI, Package
Inspection, Controls Calibration)
Per Event Per
Gas Turbine /
One Unit
$18,400
Annual Inspection (BSI, Package
Inspection, Controls Calibration)
Per Event For
Two Gas
Turbines
$25,350
Advanced Monitoring And Predictive
Solutions (AMPS)
Per Quarter
City Will Request
Pricing At The Time A
Work Request Is
Issued.

Planned Maintenance
Hot Section Exchange (HSE) With
Combustor Exchange With Assumed
Fallout Rates Outlined In Attachment E
Inclusive Of Field Services
Per Gas
Turbine
City Will Request
Pricing At The Time A
Work Request Is
Issued.

Major Overhaul (Moh) With Assumed
Fallout Rates Outlined In Attachment E
For Lpc, Hpc, Hpt And Lpt Blades,
Vanes, Nozzles And Shrouds. Inclusive
Of Field Services
Per Gas
Turbine
City Will Request
Pricing At The Time A
Work Request Is
Issued.

Variable Stator Vanes (Vsv) Bushing
Replacement
Per Event Per
Gas Turbine
$145,000
Fuel Nozzle Overhaul/Exchange
/Cleaning/ Inspection
Per nozzle $4,200
Fuel Nozzle Replacement One new
nozzle
$9,950
Sprint Nozzle / On-Site Flow Check Per Event Per
Gas Turbine
$4,300
TABLE B3 – EQUIPMENT RATES
Equipment Daily Rate
LM6000/LMS100 hot section workscope tooling $12,716
LM2500/5000 hot section workscope tooling $7,226.05 $7,2266 LM500/1500/1600 hot section workscope tooling $4,465
Engine or PT exchange workscope tooling $3,532
Semiannual package inspection tooling $2,539
Annual package inspection tooling $2,891
Special package tooling work packages
( PTK, FTK, Adre, emission, etc.)
$1,344
Standard package tooling work packages
(Shaker, O-scope, precision, Impact, etc.)
$568
Minor package tooling work packages $279
Agreement with GE Vernova International LLC Page 40 of 50 Rev. 12-1-25
(Fanuc, Genius, etc.)
Low pressure compressor workscope tooling $2,706
High pressure compressor workscope tooling $2,706
Borescope or boroblend tooling $1,344
Level 1 work package tooling $797
Includes engine exchange + LPC + SB220 $8,106
Oil system flush (turbine or generator) $873
LMS100 Engine or PT exchange workscope $2,784
LMS100 I&C Tool Conex $1,563
Agreement with GE Vernova International LLC Page 41 of 50 Rev. 12-1-25

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage for Contractor’s protection, in broad form including coverage for liability assumed under contract, providing coverage for bodily injury and property.

Policy limits shall be the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits of one million dollars ($1,000,000) each accident . Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) Agreement with GE Vernova International LLC Page 42 of 50 Rev. 12-1-25
policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. Where permitted by law, this policy shall include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents to the extent of Contractor’s indemnification and hold harmless obligations under this Agreement.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds to the extent of Contractor’s indemnification obligations under this Agreement

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which an indemnified party may possess, including any self-insurance or self-insured retention they may have. Any other insurance an indemnified party may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. For each of the foregoing policies, in case of non-payment of premium, Contractor will provide to City, and will request that the insurer provide to City unless otherwise restricted by law, at least 10 days’ advance written notice of cancellation.
b. For each of the foregoing policies, GE will provide to Owner, and will request that the insurer provide to Owner unless otherwise restricted by law, at least 30 days’ advance written notice of cancellation, except in the case of non-payment of.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.

Agreement with GE Vernova International LLC Page 43 of 50 Rev. 12-1-25
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same insurance coverage required of Contractor, and as applicable to its scope of work, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Contractor shall file with the City all certificates and relevant endorsements for the required insurance policies for City’s evidencing insurance protection as required by this Agreement.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of relevant endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Agreement with GE Vernova International LLC Page 44 of 50 Rev. 12-1-25
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives, such approval not to be unreasonably withheld.

Agreement with GE Vernova International LLC Page 45 of 50 Rev. 12-1-25

EXHIBIT D

LABOR COMPLIANCE
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional Agreement with GE Vernova International LLC Page 46 of 50 Rev. 12-1-25
documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Agreement with GE Vernova International LLC Page 47 of 50 Rev. 12-1-25
Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Exhibit.

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

5. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811- 1813.

6. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, Agreement with GE Vernova International LLC Page 48 of 50 Rev. 12-1-25
holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

7. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

8. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS140 and DAS-142.

9. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

10. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

11. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

Agreement with GE Vernova International LLC Page 49 of 50 Rev. 12-1-25

12. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

13. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

14. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

D. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers.

Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

E. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

Agreement with GE Vernova International LLC Page 50 of 50 Rev. 12-1-25

Agreement with Proenergy Services, LLC Page 1 of 48

EBIX Insurance No. S200005713

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

PROENERGY SERVICES, LLC

1. PARTIES AND DATE.

This Agreement is made and entered into on the date last signed by the Parties (the “Effective Date”) by and between the City of Santa Clara, a municipal corporation organized under the laws of the State of California with its principal place of business at 1500 Warburton Avenue, Santa Clara, CA, 95050, State of California (“City”) and ProEnergy Services, LLC, a Missouri limited liability company, with its principal place of business at 2001 Pro Energy Boulevard, Sedalia, Missouri 65301 (“Contractor”).

City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Contractor.

Contractor desires to perform and assume responsibility for the provision of certain maintenance services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing /maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

2.2 Project.

City desires to engage Contractor to perform as-needed field and depot services and repairs (“Services”), as well as supply of equipment, parts, and materials(“Equipment”), for gas turbine engines at Donald Von Raesfeld (DVR) Power Plant as set forth in this Agreement.

3. TERMS.

3.1 Purchase Orders; Order of Precedence.

From time to time during the Term, City may issue Purchase Orders for Services contemplated by this Agreement. Each Purchase Order accepted by Contractor shall be Agreement with Proenergy Services, LLC Page 2 of 48

deemed incorporated into and governed by this Agreement. This Agreement, together with its exhibits and any amendments thereto, shall exclusively govern all Purchase Orders issued by City and accepted by Contractor.

Any terms or conditions contained in any Purchase Order, request for services, work order, procurement document, invoice, acknowledgment, online portal, or other document that are different from, inconsistent with, or in addition to the terms of this Agreement are hereby rejected and shall be void and of no force or effect unless expressly accepted in a written amendment executed by authorized representatives of both Parties.

Nothing in this Agreement shall obligate Contractor to accept any minimum number of Purchase Orders or any particular Purchase Order issued by City. Contractor shall have sole discretion to accept or reject any Purchase Order. No Purchase Order shall be binding upon Contractor unless accepted in writing by Contractor or by Contractor’s commencement of performance of the Services described therein.

3.2 Scope of Services and Term.

3.2.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional maintenance services necessary to perform the Services and supply the Equipment. The Services and Equipment are more particularly described in Exhibit “A” and the following Exhibits. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. This Agreement includes the following Exhibits:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees and Payment Provisions
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance
Exhibit E – Contract Modifications

3.2.2 Term. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by written amendment to this Agreement, the term of this Agreement shall begin on September 1, 2026 and terminate on September 30, 2031 (“Initial Term”).

After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to five (5) additional years through September 30, 2036 (“Option Periods”) in such increments as determined by City. The Option Periods shall be authorized through an Amendment to this Agreement executed by the Parties. The Initial Term and Option Periods shall collectively be referred to as “Term”.

Agreement with Proenergy Services, LLC Page 3 of 48

3.3 Responsibilities of Contractor.

3.3.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.3.2 Schedule of Services. Contractor shall perform the Services within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services and supply the Equipment in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.

3.3.4 City’s Representative. The City hereby designates Nico Procos, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.3.5 Contractor’s Representative. Contractor hereby designates Clint Jungerman, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.6 Coordination of Services and Equipment. Contractor agrees to work closely with City staff in the performance of Services and supply of Equipment and shall Agreement with Proenergy Services, LLC Page 4 of 48

be available to City’s staff, consultants and other staff at reasonable times during working hours.

3.3.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed by the Contractor and shall not be re-employed to perform any of the Services.

3.3.8 Period of Performance. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor in the applicable Purchase Order. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Contract, Contractor shall continue to perform the Work while said dispute is mutually decided by the Parties. If the Parties cannot reach an amicable decision, either Party shall have such remedies as may be provided by law.

3.3.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the or the Services, including all Cal/OSHA requirements, and shall give all notices required by law.

Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but Agreement with Proenergy Services, LLC Page 5 of 48

are not limited to the payment of prevailing wages, the stipulation that eight (8) hours’ labor shall constitute a legal day’s work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law.

Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.3.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.

3.3.10.2 Employment Eligibility; Subcontractors, Subsubcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Services or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.

3.3.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the performance of the Services any person found not to be in compliance with such requirements.

3.3.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to Agreement with Proenergy Services, LLC Page 6 of 48

undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.3.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Contractor shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.6 Air Quality. To the extent applicable, Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the Bay Area Air Quality Management District (BAAQMD).

Although the BAAQMD limits and requirements are more broad, Contractor shall specifically be aware of their application to "portable equipment", which definition is considered by BAAQMD to include any item of equipment with a fuel-powered engine.

Contractor shall indemnify City against any fines or penalties imposed by BAAQMD or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.7 Water Quality.
(A) Management and Compliance. To the extent
applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements.

Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed to City as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of Agreement with Proenergy Services, LLC Page 7 of 48

the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Contractor shall not commence the Services until it has provided evidence satisfactory to the City that it has secured all insurance requirements set forth in Exhibit C.

3.3.12 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement.

All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3.13 Work Sites.

3.3.13.1 Inspection Of Site. If required, Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters after commencement of the Services.

3.3.13.2 Field Measurements. If required, Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.

3.3.14 Warranty. Contractor warrants all Services provided and Equipment supplied under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or Agreement with Proenergy Services, LLC Page 8 of 48

faulty material and workmanship. The warranty term for all Equipment supplied under the applicable Purchase Order shall be for a period of twelve (12) months from the first use or eighteen months from the delivery date of the Equipment to a City-designated site, and for all Services provided by Contractor under the Purchase Order shall be for a period of twelve (12) months from the date Contractor has performed said Services. Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or Equipment or non-conformance of the Services or Equipment to the Agreement and Purchase Order, commence and prosecute with due diligence all Services or Equipment necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services (or Equipment) or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor’s obligation hereunder to correct defective work shall be reinstated for the remainder of the original warranty term or120 days from the rework completion, whichever is longer.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All warranted repairs and replacements (other than Services performed at site) shall be made Ex-Works Contractor’s designated facility (per Incoterms, latest version) unless otherwise agreed in writing. Notwithstanding the foregoing, all transportation costs associated with such corrective actions and testing of the Equipment, shall be the sole responsibility of the Contractor; provided, however, that if the applicable warranty claim is ultimately determined not to constitute a warrantable defect attributable to Contractor, Owner shall be responsible for all transportation, testing, inspection, removal, installation, and related costs associated with such claim. Removal and installation costs associated with the corrective actions shall be included in Contractor’s warranty responsibility if removal and installation was part of the Services included and described in the applicable Purchase Order. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement; provided, however, that Contractor shall use commercially reasonable efforts to obtain and assign to the City those warranties and guarantees that are assignable and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City , to the extent such warranties and guarantees are not assigned to the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Services (or Equipment) and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. The duties, liabilities and obligations of Contractor hereunder do not extend to any repairs, adjustments, alterations, replacements or maintenance that may be required as a result of normal wear and tear, normal degradation in the Agreement with Proenergy Services, LLC Page 9 of 48

Equipment (including Services provided) or as a result of (a) improper repair or alteration by City or other persons , (b) misuse, negligence or damage by City or other persons, and (c) failure of City to materially comply with the Contractor’s or the manufacturer’s written instructions regarding the operation or maintenance of the Equipment. The warranty and remedies are further conditioned upon (i) the proper storage, installation, operation and maintenance of the Equipment and conformance with the operation and instruction manuals provided by the suppliers and manufacturers and (ii) repair or modification pursuant to the instructions of the suppliers and manufacturers and as otherwise directed by Contractor.

This section of the Agreement sets forth the exclusive remedies for all warranty claims based on failure of or defect in the equipment (including services provided) whether the failure arises before, during or after the warranty period. NO IMPLIED, STATUTORY,

OR COMMON LAW WARRANTY OF ANY KIND, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY.

3.4 Fees and Payments.

3.4.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “B” attached hereto and incorporated herein by reference. The maximum compensation of this Agreement is Ten Million Dollars ($10,000,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services including any taxes. All Services performed or supplies, materials and equipment provided in excess of the maximum compensation shall be at Contractor’s expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance without written approval of the City Manager or City Council, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.4.2 Payment of Compensation. Contractor shall submit invoices according to Exhibit B. Unless otherwise agreed, payment shall be made net thirty (30) days after receipt of invoice .

3.4.3 Deductions. City may in good faith deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of:
(1) stop payment notices as allowed by state law; (2) failure to prosecute the Services in accordance with the requirements of this Agreement or the applicable Purchase Order by Contractor; (3) sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law, including Section 1727 of the California Labor Code.

The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

3.4.4 Reimbursement for Expenses. Contractor shall submit reimbursable Agreement with Proenergy Services, LLC Page 10 of 48

expenses according to Exhibit B.

3.4.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Services, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.4.6 Prevailing Wages. In the event the Services require payment of prevailing wage, Contractor shall comply, and ensure its subcontractors comply with Exhibit D.

3.4.7 Contractor certifies that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as Section 16000 et seq. of Title 8 of the California Code of Regulations, Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure by Contractor or its employees, agents, contractors, and subcontractors to comply with the prevailing wage laws.

3.5 Termination of Agreement.

3.5.1 Termination for Convenience. City may, by written notice to Contractor, terminate the whole or any part of an applicable Purchase Order) at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In the event of a termination for convenience, Contractor shall immediately cease the affected Services in an orderly manner and take commercially reasonable steps to mitigate costs. City shall pay Contractor: (i) for all Services properly performed under the Purchase Order through the effective date of termination(ii) for all reasonable and documented costs and expenses incurred prior to the effective date of termination in connection with commitments, purchase orders, subcontracts, materials, equipment, and other obligations entered into by Contractor in furtherance of the Services that cannot be cancelled, returned, reassigned, mitigated, or otherwise reasonably reused by Contractor; and (iiiv) all reasonable and documented demobilization, subcontractor closeout, and termination-related costs actually incurred by Contractor as a result of such termination. Notwithstanding the foregoing, these termination costs cannot the maximum compensation amount set forth in the applicable Purchase Order.

3.5.2 Termination for Cause. Either City or Contractor may terminate the Agreement (or applicable Purchase Order) for cause if the other party materially breaches its obligations under the Agreement (or applicable Purchase Order). The non-breaching party shall provide written notice specifying the nature of the breach in reasonable detail, and the breaching party shall have thirty (30) days after receipt of such notice to cure the breach; provided, however, that if the breach is not reasonably capable of being cured within such thirty (30)-day period, the breaching party shall have such additional period as is reasonably necessary to complete the cure, so long as it promptly commences and diligently pursues such cure.

Agreement with Proenergy Services, LLC Page 11 of 48

If the breaching party fails to cure the breach within the applicable cure period, the nonbreaching party may terminate the Agreement (or applicable Purchase Order) for cause upon ten (10) days' prior written notice.

Termination for cause shall be in addition to, and not in lieu of, any other rights or remedies available to the non-breaching party at law or in equity arising from such breach. Subject to the terms of this Agreement and applicable law, the non-breaching party may pursue all remedies available as a result of the uncured breach. Notwithstanding the foregoing, in the event City terminates the Agreement (or a Purchase Order) for cause, Contractor shall remain entitled to payment for all undisputed amounts due for Services properly performed prior to the effective date of termination.

3.6 General Provisions.

3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Contractor:

ProEnergy Services,
LLC 2001 ProEnergy
Blvd
Sedalia, Missouri 65301
Attn: Jeff Canon
City:

City of Santa Clara
Attention: Silicon Valley Power
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Indemnification.

3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and authorized volunteers free and harmless from any and all third-party claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, Agreement with Proenergy Services, LLC Page 12 of 48

regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s Services or this Agreement, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses. Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property, or any other loss, damage or expense arising from the sole or active negligence or willful misconduct of the City or the City’s agents, servants, or independent contractors who are directly responsible to the City, or for defects in design furnished by those persons.

3.6.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all third-party Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with the Services.

Agreement with Proenergy Services, LLC Page 13 of 48

3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.6.7 Assignment or Transfer. Neither Party shall assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other Party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

3.6.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.6.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.6.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Agreement with Proenergy Services, LLC Page 14 of 48

term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement.

Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.

3.6.18 Exhibit E. Exhibit E modifies the terms of the Agreement, attached hereto and incorporated herein by reference.
[SIGNATURES ON NEXT PAGE]
Agreement with Proenergy Services, LLC Page 15 of 48

SIGNATURE PAGE FOR AGREEMENT FOR SERVICES

BETWEEN THE CITY OF SANA CLARA
AND PROENERGY SERVICES, LLC.

IN WITNESS WHEREOF, the Parties have entered into this Agreement on the Effective Date.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

PROENERGY SERVICES, LLC
a Missouri limited liability corporation
Dated:

By (Signature):

Name: Lance Herrington
Title: VP Commercial Operations
Principal Place of
Business Address: 2001 ProEnergy Boulevard, Sedalia, MO 65301 Email Address: [email protected]
Telephone: 660-829-5100
Agreement with Proenergy Services, LLC Page 16 of 48

EXHIBIT A

SCOPE OF SERVICES

TABLE OF CONTENTS
SECTION 1. GENERAL ...........................................................................................17 SECTION 2. SERVICES TO BE PERFORMED.......................................................17 SECTION 3. SPECIFIC REQUIREMENTS..............................................................19 SECTION 4. REPORTS...........................................................................................20 SECTION 5. COMPLETION OF SERVICES............................................................21 SECTION 6. SCHEDULING AND PLANNING.........................................................21 SECTION 7. SERVICE REQUEST ..........................................................................21 SECTION 8. WORKMANSHIP.................................................................................24 SECTION 9. PERMITS AND LICENSES ................................................................. 24 SECTION 10. CITY FURNISHED MATERIALS.........................................................24 SECTION 11. WORK AREA ......................................................................................24 SECTION 12. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS.............25 SECTION 13. DISPOSAL OF WASTE AND SCRAPS ..............................................25 SECTION 14. SAFETY ..............................................................................................26 SECTION 15. INJURY/PROPERTY DAMAGE ..........................................................27 SECTION 16. CONTRACTOR PERSONNEL............................................................27 SECTION 17. E-BUILDER .........................................................................................28 SECTION 18. TRANSPORTATION, SHIPPING AND FREIGHT...............................29 Agreement with Proenergy Services, LLC Page 17 of 48
SECTION 1. GENERAL

1.1 Contractor shall provide all necessary supervision, labor, tools, equipment, materials, and supplies required to perform Field and Depot Services, including Parts and Repairs, for Gas Turbine Engines (“Services”) at the Donald Von Raesfeld (DVR) Power Plant for Silicon Valley Electric, the Electric Utility of the City of Santa Clara (hereinafter “City” or “SVP”).

1.2 Contractor shall perform the Services in accordance with generally accepted industry best practices and the original equipment manufacturer (OEM) specifications. Any deviations must be approved in writing by City.

1.3 Contractor will primarily perform Services in City of Santa Clara limits.

1.4 Contractor will primarily perform Services on SVP’s General Electric or GE Vernova (GE) LM6000PC gas turbine engines, either onsite at the DVR Power Plant within the City of Santa Clara or at Contractor’s depot facility.

SECTION 2. SERVICES TO BE PERFORMED

2.1 Field Support Services – Contractor shall:

Provide scheduled maintenance activities including, but not limited to:

2.1.1.1 Semi-annual routine inspections
Conduct approximately every 4,000 operating hours or
based on engine condition determined by semi-annual
inspections
Perform borescope examination, visual inspection, full
system checks, and calibration of critical components to ensure reliable performance
Review borescope results and plan for next borescope or any required maintenance.

2.1.1.2 Hot section rotable exchange services
Perform onsite during a planned outage every 14,000-16,000 hours of gas fuel operation or based on engine condition determined by semi-annual inspections
Replace the hot section components with refurnished or new portable parts to maintain efficiency and reduce downtime

2.1.1.3 Overhaul major gas turbine engine

2.1.1 2.1.1.1.1

2.1.1.1.2 2.1.1.1.3

2.1.1.2.1 2.1.1.2.2
Agreement with Proenergy Services, LLC Page 18 of 48
Perform complete overhauls approximately every 50,000
hours or based on engine condition determined by semiannual inspections at an overhaul depot.

Conduct complete disassembly and detailed engine
inspections
Reassemble using a combination of new, refurbished, and serviceable components
Perform testing in a controlled test cell environment and post-overhaul function checks
Provide on-site services, including but not limited to:

2.1.2.1 Review latest recommendations, improvements, and technical information letters and recommend which should be implemented.

2.1.2.2 Perform a full borescope inspection, package inspection, controls inspections and calibrations as needed

2.1.2.3 Implementation of product bulletins, service bulletins, and other OEM recommendations

2.1.2.4 Perform preventive and corrective maintenance and inspections perform on the exterior of installed gas turbine

2.1.2.5 Remove and install gas turbines

2.1.2.6 Separation of generator and power turbine

2.1.2.7 Turbine preservation and shipping

2.1.2.8 Verify full alignments

2.1.2.9 Troubleshoot all aspects of package and engine problems

2.1.2.10 Perform repairs and remedial measures identified during inspection and maintenance including but not limited to on-site Level 1 or 2 maintenance work packages if needed.

2.2 Depot Services - Contractor shall:

Complete disassembly and assembly of modules down to individual piece parts Repair, recondition, and replace of piece parts and accessories

2.1.2 2.2.1

2.2.2 2.1.1.3.1

2.1.1.3.2 2.1.1.3.3

2.1.1.3.4 Agreement with Proenergy Services, LLC Page 19 of 48 Gas generator, gas turbine and/or power turbine testing in test cell as per GEK 112163.

Repair and replace high and low pressure compressor (HPC/LPC) components Replace hot section and combustor components
Replace internal engine components
Transport equipment from the City to Contractor’s depot facility Provide inspections services, including but not be limited to:

2.2.8.1 Review latest recommendations, improvements, and technical information letters and advice on implementation

2.2.8.2 Review borescope results and plan subsequent borescope inspections or required maintenance
Remedial measures

2.2.9.1 Address issues discovered during turbine inspections

2.2.9.2 Restore gas turbine system to optimal operating condition

2.3 Other as-needed services
Develop and implement routine, preventive and condition-based maintenance programs
Institute comprehensive reporting procedures to ensure close communication with City staff
Supply parts as required to maintain, repair, and perform services Provide rental of temporary engines and related equipment as needed to support engine functionality during maintenance and repairs
Provide miscellaneous field support and depot services
SECTION 3. SPECIFIC REQUIREMENTS

3.1 Contractor shall be responsible for providing the following, as required for the Services:

Supervision and administrative support
Program and project management services

2.2.3 2.2.4

2.2.5 2.2.6

2.2.7 2.2.8

2.2.9 2.3.1

2.3.2 2.3.3

2.3.4 2.3.5

3.1.1 3.1.2
Agreement with Proenergy Services, LLC Page 20 of 48
Scheduling and logistical planning
Subcontractor management
On-site certified forklift operator
Expedited procurement and transportation of materials, parts, and equipment when requested by the City.

SECTION 4. REPORTS

4.1 Service Reports
Within seven (7) days after written final acceptance by the City of Services, Contractor shall provide a report to the City, which shall include the following information:

4.1.1.1 Description of the Services performed

4.1.1.2 Summary of existing conditions

4.1.1.3 Description of noted issues/deficiencies (including photos, where applicable) and recommended corrective action

4.1.1.4 Summary of parts and materials provided by Contractor, including serial number of all parts removed and installed

4.1.1.5 Any information that may be requested by the City For Borescope service finding reports, Contractor shall communicate to the City as follows:

4.1.2.1 Verbally on the same day or within 12 hours

4.1.2.2 Within 24 hours, send an email with photos, location, dimensions, and other information describing the finding.

4.1.2.3 Within 72 hours, send photos, location, dimensions, measurements and engineering disposition.

4.1.2.4 Within 7 calendar days, send a full report in electronic format (e.g., PDF, Word).

4.2 Status Reports
Contractor shall provide regular cost, schedule, and status updates on Services performed throughout the Term, as requested by City.

3.1.3 3.1.4

3.1.5 3.1.6

4.1.1 4.1.2

4.2.1 Agreement with Proenergy Services, LLC Page 21 of 48 City may, at its sole discretion, require Contractor to provide status updates daily (for work performed at DVR), weekly, or monthly at the direction of City.

4.3 Contractor shall provide all reports in electronic format if requested by the City.

SECTION 5. COMPLETION OF SERVICES
Contractor shall perform and complete the Services in a timely, efficient manner, Contractor shall also (1) ensure the site is restored to its condition at the issuance of the applicable Purchase Order, and (2) equipment and/or system is operational as soon as possible.

SECTION 6. SCHEDULING AND PLANNING

6.2 Contractor will generally perform the Services during the City’s regular business hours, Monday through Friday, excluding City holidays, unless otherwise approved by the City in writing. City may, at its discretion, authorize or required Contractor to perform Services during non-business hours.

6.3 Contractor shall provide a response no more than 48 hours during standard working hours to a request made by the City for technical support. . Contractor shall provide an emergency contact phone number at which an individual can be reached at any time. Contractor shall respond via phone or email to an emergency request within 24 hours of the City’s notification. Contractor and City shall mutually agree on scheduling the required emergency service.

Contractor shall make reasonable efforts to be on-site within 48 hours of notification to perform the Services.

Contractor shall repair the affected equipment or resolve the emergency as soon as reasonably possibly but in no event later than seven (7) business days from notification, unless a later timeframe is mutually agreed upon by the Parties in writing. If Contractor immediately notifies City that it cannot complete the foregoing within this timeline, Contractor shall provide the City within three (3) business days (or such additional time period as City may authorize in writing) a written plan and schedule for completion.

SECTION 7. SERVICE REQUEST

4.2.2 6.3.1

6.3.2 Agreement with Proenergy Services, LLC Page 22 of 48 will be authorized under this Agreement. This Section 7 contains the process for awarding Services under a master agreement process.

7.3 Contractor shall prepare and submit a written proposal (Proposal). Contractor’s Proposal must include all information requested by the City in its Work Request, including, (as applicable) the proposed scope of services, the expected deliverables, proposed project timeline, assigned personnel, and costs including hourly rates by position, equipment, materials, and reimbursable expenses, in accordance with Exhibit B.

7.4 The City will review the Proposal, and may elect to approve it, reject it, or use it as a basis for further negotiations with Contractor, including negotiate the scope, schedule, staffing, and pricing.

7.5 Authorization of Work; Issuance of Purchase Order
If there are multiple firms, the City will select a contractor proposal based on evaluation/award criteria established by the City. If City accepts Contractor’s proposal, the City shall issue a Purchase Order. The Purchase Order shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

Each Purchase Order shall incorporate, as applicable, the Proposal approved by the City.

Contractor shall have seven (7) calendar days from the date of the City's issuance of the Purchase Order in which to respond in writing if Contractor elects not to perform the Services. If Contractor (a) agrees in writing to perform the Services, (b) begins performance of the Services, or (c) fail to respond within the seven-day period, then Contractor will be deemed to have accepted the Purchase Order and in such case the Purchase Order shall be incorporated into this Agreement. The Purchase Order shall be included within the Services.

7.6 Additional Services or Modifications
Contractor shall promptly notify the City when a situation occurs that may result in a change to an approved Purchase Order, including the need for additional work or modifications to the Services approved under the Purchase Order. Contractor shall provide the reason for the change specific to each Purchase Order. Contractor shall submit an updated Proposal to the City for review and approval by the City in advance of performing any additional work or services. For such changes, Contractor shall submit justification demonstrating that changes in cost are associated with changes in scope.

7.5.1 7.5.2

7.5.3 7.6.1
Agreement with Proenergy Services, LLC Page 23 of 48
If the City determines that the change is within the general scope and intent of the original Purchase Order, the City may approve the modification and issue an amended Purchase Order authorizing the additional or revised Services. Any such amended Purchase Order shall be incorporated into the Agreement and any work described therein shall be included within the Services.

If the City determines that the proposed change materially alters the scope or falls outside the intent of the original Purchase Order, the City will issue a new Work Request pursuant to Section 7.2.

7.7 Immediate Need / Interim Work Orders
The City may authorize Contractor to proceed with work on an interim basis through written or verbal authorization pending issuance or amendment of a formal Purchase Order for immediate need in the following circumstances:

7.7.1.1 In the event work is required to address or deal with a threat to public health or safety, loss of or damage to property, or serious disruption to essential services.

7.7.1.2 In the event work is required to maintain a critical City function or project schedule.

Each interim authorization shall at a minimum identify the specific scope of services, a maximum compensation, and such other information the City may require.

Following issuance of an interim authorization, Contractor shall promptly submit a detailed written Proposal to City consistent with this Agreement. The Proposal shall include all services required including those services already completed or initiated, and associated rates and costs. All work performed under an interim authorization is subject to cost validation, and the City reserves the right to disallow or adjust any costs not consistent with the terms of this Agreement.

7.8 A Purchase Order must be consistent with – and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement shall prevail over any and all terms and conditions contained in a Proposal or Purchase Order, even if the Proposal or Purchase Order expressly states that it is intended to control. Any conflicting terms and conditions in a Proposal or Purchase Order are invalid and unenforceable. The order of

7.6.2 7.6.3

7.6.4 7.7.1

7.7.2 7.7.3

7.7.4 Agreement with Proenergy Services, LLC Page 24 of 48 precedence is as follows: (1) Agreement and any exhibits or amendments thereto, (2) Purchase Order, and (3) Proposal.

7.9 The City may terminate a Purchase Order for convenience with ten (10) days prior written notice to Contractor. In such event, the Contractor shall have no further rights hereunder, except that Contractor shall be paid for all Services adequately rendered prior to such termination. The City shall have no liability for Services not yet performed or deliverables not yet commenced as of the date of termination.

SECTION 8. WORKMANSHIP

8.1 All parts and/or components replaced or newly installed in the system shall be factory new and free of defects in title, materials and workmanship at the time of their delivery and installation. However, if approved by the City in writing including as part of a Purchase Order, Contractor may use rebuilt parts or new parts from another manufacturer if such alternate parts and/or components are approved by the original manufacturer and/or City for use in the specific piece of equipment of the system.

8.2 Poor or inferior workmanship, as determined at the sole discretion of the City, shall be removed and replaced to conform to the quality standards of the industry, or otherwise corrected to the City’s satisfaction, at Contractor’s sole expense.

8.3 City reserves the right to inspect any Services performed by Contractor and its subcontractors. If, upon inspection, the City determines that there is any unsatisfactory or defective Services, the Contractor must correct the Services at no additional cost to the City.

SECTION 9. PERMITS AND LICENSES

9.1 Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates required by any statute, ordinance, rule, or regulation in order to perform the Services.

9.2 Contractor is responsible for obtaining an 811-dig permit for any Services that require digging.

SECTION 10. CITY FURNISHED MATERIALS
Contractor shall credit the City for any City-furnished materials that are used, lost, stolen, damaged or rendered unusable by actions of Contractor.

SECTION 11. WORK AREA

11.1 Contractor shall maintain all work areas, where Services or related work are being performed, in a clean and orderly condition at all times. The work area shall be kept free from surplus materials, waste materials, debris, spills, dirt, rubbish, or other refuse caused by Contractor’s performance of Services. Upon completion of the scheduled Services or at Agreement with Proenergy Services, LLC Page 25 of 48
the end of each day, whichever comes first, Contractor shall ensure the work area is left in a clean, safe, and secure condition. The City shall be the sole judge as to the adequacy of the cleanup.

11.2 Contractor shall comply with all City requests regarding cleanup both during the course of and upon completion of Services. If Contractor fails to clean the work area within forty-eight hours (48) after demand by the City, City may charge Contractor for any costs of clean-up or other services required to adequately protect City property or restore work area to a safe condition. City may invoice Contractor or deduct costs from Contractor’s invoice at City’s sole discretion.

11.3 Where applicable, Contractor must provide work and traffic control signage to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to safely direct pedestrians and traffic around the work area and provide all equipment, personnel, and materials necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

11.4 Contractor shall make all reasonable efforts to minimize obstructions and inconvenience to City operations, employees, and the public during the performance of Services.

SECTION 12. CONTRACTOR’S EQUIPMENT, TOOLS, AND MATERIALS This Section applies only if the performance of Services requires the use of physical tools, equipment, vehicles, or materials.

12.1 Contractor shall provide all equipment, tools (including any specialty tooling), and materials required for the performance of the Services. City will not loan tools or equipment to Contractor. Neither Contractor nor its workers shall attempt to borrow tools or other materials from City personnel.

12.2 Contractor shall maintain tools and equipment in proper operating condition and used only for the purpose for which they were designed. City reserves the right to suspend Services if improper tools or equipment are being used or operated.

12.3 Contractor shall safely store and secure tools, equipment, and vehicles under lock and key when not in use. Contractor will not leave keys in any vehicles or equipment when not in use. Contractor shall promptly report to the City any loss or damage to tools, equipment, or vehicles.

12.4 City will not be responsible for the loss of tools, equipment, or materials.

SECTION 13. DISPOSAL OF WASTE AND SCRAPS

13.1 All wastes generated or encountered in the performance of Services must be managed in accordance with all applicable local, State, and federal regulations and laws. Contractor is Agreement with Proenergy Services, LLC Page 26 of 48
solely responsible for arranging and implementing proper handling, management, storage, transport, and disposal of all wastes including any hazardous materials.

13.2 Contractor shall provide the City with a written report of all material disposals within twentyfour (24) hours of such disposal, unless a shorter reporting period is required by applicable law or regulation.

13.3 Contractor shall recycle or salvage all materials, where feasible, and shall credit the value of any recycled or salvaged materials to the City.

SECTION 14. SAFETY

14.1 Safety must always be the top priority. Contractor shall take all necessary precautions for the safety of all persons, property, and the public during the performance of Services.

Contractor shall install and maintain appropriate safeguards, warning signs, and barriers as required by applicable law and the conditions of work, and post warnings against known or unusual hazards.

14.2 Where applicable, Contractor shall perform all Services in accordance with accepted industry standards and practices, including but not limited to the National Fire Protection Association (NFPA) Codes NFPA 70, 70B, and 70E, National Electrical Manufacturer’s Association (NEMA), NETA, and IEEE standards.

14.3 If required by applicable law due to the nature of the Services, Contractor shall maintain a written Injury and Illness Prevention Program (IIPP) in compliance with Section 3203, Title 8 of the California Code of Regulations (CCR). The IIPP shall include specific instructions with regard to hazards unique to the employee's job assignment. Contractor shall make a copy available to the City upon request and shall keep a copy accessible at the work site.

14.4 As applicable, Contractor shall conduct safety inspections as necessary and as may be requested by the City to identify and correct unsafe conditions and practices. The City reserves the right to accompany Contractor during these inspections.

14.5 Where applicable, Contractor must comply with all site-specific safety requirements and procedures, including but not limited to Lockout/Tagout (LOTO), Energy Isolation, Confined Space, Fall Protection, Chemical Safety, Hazardous Waste, and Personnel Protective Equipment (PPE). Contractor must comply with SVP’s clearance program for equipment safety requirements. City will provide the clearance program to the Contractor.

14.6 Where applicable, Contractor’s employees (including any subcontractors) must use appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing. Any required PPE and FR clothing shall be provided at the expense of Contractor.

14.7 When requested by the City, Contractor shall provide an on-site Safety Manager/Supervisor to ensure compliance with all applicable safety rules and regulations.

The onsite Safety Manager will perform daily audits and submit daily reports to the City that identify discrepancies or non-compliance, and provide direction in regards to safety rules Agreement with Proenergy Services, LLC Page 27 of 48
and regulations to Contractor Project Manager/On-Site Supervisor (as defined in Section 17) and Contractor employees.

SECTION 15. INJURY/PROPERTY DAMAGE
Contractor shall notify the City immediately in the event of an injury or property damage that occurs during the performance of Services. Contractor shall investigate the reported injury or damage upon request from City and provide City with regular updates including all accident reports until the investigation is resolved. City reserves the right to perform its own investigation.

Should City choose to conduct its own investigation, Contractor shall assist as required.

SECTION 16. CONTRACTOR PERSONNEL

16.1 Project Manager/On-Site Supervisor
Contractor must designate one (1) Project Manager or On-Site Supervisor to communicate with the City during the performance of Services. The Project Manager/On-Site Supervisor is the designated point of contact for the City to communicate tasks and receive feedback.

The Project Manager/On-Site Supervisor must be capable of communicating effectively with City staff.

16.2 Staffing
Contractor shall be responsible for its employees' professional and technical competence and will select appropriate individuals who are qualified, certified, and/or licensed to perform the assigned task.

Contractor shall ensure its employees and any subcontractors supply proper identification when requested by the City.

16.3 Employee Training
At Contractor’s sole cost and expense, Contractor shall provide recurring, periodic (no less than annual) training to its employees (including subcontractors) appropriate to the duties and responsibilities of each employee.

It is essential that all employees be thoroughly trained and familiar with the equipment and procedures to be followed.

16.2.1 16.2.2

16.2.3 16.2.4

16.3.1 16.3.2
Agreement with Proenergy Services, LLC Page 28 of 48
Contractor’s training program shall follow Contractor’s standard policies and procedures and shall be in compliance with all applicable federal, state, and local laws, including but not limited to safety and injury prevention training requirements contained in the OSHA standards.

At the City’s request, Contractor shall submit copies of training records for its employees.

16.4 Standards of Conduct
Contractor is solely responsible for its employees while on or about the work site.

This includes but is not limited to, maintaining discipline, ensuring standards of conduct are adhered to, and enforcing safety policies, procedures, and orders.

Contractor shall ensure that while on or about the work site, its employees do not:

16.4.1.1 Display a discourteous, abrupt, abrasive, or belligerent attitude.

16.4.1.2 Use any prescribed or over-the-counter medications which can potentially impair the employee's ability to perform the Services safely.

16.4.1.3 Present or identify themselves as employees of the City of Santa Clara.

16.4.1.4 Possess or use any firearms, narcotics, drugs, intoxicants, or other restricted materials while on City premises or performing Services.

In the event that a complaint is made against a Contractor employee, Contractor shall notify the City immediately and provide a written explanation detailing how the situation was resolved.

SECTION 17. E-BUILDER

17.1 Use of e-Builder. When required by City, Contractor shall use e-Builder for submission of data and documents to City throughout the Term. e-Builder is a web-based construction management application hosted by e-Builder, Inc.

16.3.3 16.3.4

16.3.5 16.4.1

16.4.2 16.4.3
Agreement with Proenergy Services, LLC Page 29 of 48
SECTION 18. TRANSPORTATION, SHIPPING AND FREIGHT

18.1 Contractor shall be responsible for shipment and delivery of all required products, parts, materials, and equipment to City. Contractor will pay all freight charges which may be reimbursed subject to the terms of this Agreement. All products, parts, materials, and equipment shall be entirely at Contractor’s risk from the time they are placed in possession of the carrier for shipment to/from City until final acceptance by the City.

18.2 Contractor will pack and ship all products, parts, materials, and equipment in accordance with good commercial practices.

18.3 Contractor shall ensure that products, parts, materials, and equipment are insured against “all risks” from the time the products, materials, and equipment are placed in the possession of the carrier for shipment to/from the City until received by the City at the location set forth in the applicable Purchase Order.

18.4 Contractor shall notify City at least sixty (60) minutes prior to arrival of any deliveries to City. City will provide a contact name and phone number to the Contractor.

Agreement with Proenergy Services, LLC Page 30 of 48

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
SECTION 1. MAXIMUM COMPENSATION

1.1 The maximum compensation payable to Contractor during the Term shall not exceed the amount in Section 6 of this Agreement.

1.2 The City does not guarantee a minimum compensation under this Agreement.

SECTION 2. RATES

2.1 Rate Schedule
The rates applicable to the Services performed under this Agreement are listed in Appendix B1 (Rate Schedule), which is attached hereto and incorporated by reference. The rates shown in Appendix B1 are fully burdened, including all costs such as labor, overhead, and profit.

2.5 Labor Union or Prevailing Wage Adjustments
If Contractor’s employees are covered by a collective bargaining agreement or prevailing wage determination that results in an increase in mandatory labor wages during the term of the Agreement, Contractor may request a corresponding rate adjustment. Any such request shall include documentation substantiating the applicable labor agreement or prevailing wage Agreement with Proenergy Services, LLC Page 31 of 48
determination, the effective date and percentage of the wage increase, and a demonstration of how the increase impacts the rates in Appendix B1.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of
any documents or materials.

No Markup

2. The cost of photographing, printing,
reproducing and/or copying any documents or
materials.

No Markup

3. Charges for outside parts, materials,
equipment, and services (including
subcontractor fees, equipment, rental
equipment, materials, and facilities not
furnished directly by Contractor).

Not to exceed 10 %

4. Contractor may charge allowable mileage at
the prevailing IRS rate per mile for business
related travel. However, Contractor must
submit backup documentation that includes the
travel start and end locations, travel dates, and
corresponding mileage cost. Mileage is not
applicable to rental cars. Rental cars are
reimbursed at actual fuel cost only.

No Markup

5. Unless approved in writing (e-mail acceptable)
in advance, reimbursement to Contractor (and
any subcontractors) for meals, lodging, and
related per diem will not exceed the rates
outlined by United States General Services
Administration (GSA)
https://www.gsa.gov/travel-resources.

Airfare and Rental Car: Airfare and rental car
expenses, where applicable shall be
No Markup
Agreement with Proenergy Services, LLC Page 32 of 48
Reimbursable Expense Schedule Mark Up
reimbursed at economy rates.

Meals: Contractor may request reimbursement
either as a meal per diem or for actual meal
expenses, up to the applicable GSA per diem
rate. When claiming per diem, receipts are not
required. However, when claiming actual meal
expenses, itemized receipts are required, and
reimbursement shall not exceed the applicable
GSA rate for each meal. If the Contractor pays
its employees a per diem rate lower than the
GSA rate, the Contractor may not charge the
City for any difference between the amount
paid and the GSA rate.

Lodging: Lodging costs shall be reimbursed at
actual cost, not to exceed the applicable GSA
lodging rate. Itemized lodging receipts are
required for reimbursement.

If Contractor elects to use corporate housing, a
personal residence, or a relative’s home in lieu
of commercial lodging during the project
engagement, written authorization from the City
is required. Upon such authorization, the City
shall reimburse Contractor for housing costs up
to fifty percent (50%) of the applicable GSA
lodging per diem rate for the project location.

This reimbursement shall be provided in lieu of
hotel lodging costs and shall not exceed the
actual amount incurred, if any. Contractor shall
certify in writing that no other lodging
reimbursement is being claimed for the same
period.

6. Other travel expenses such as taxi, parking,
and tolls.

No Markup

7. Contractor may provide tips or gratuities only in
accordance with standard business practices
and in amounts not to exceed twenty percent
(20%) of the applicable charge. Any gratuities
provided must be customary to the industry and
shall not be charged to the City unless
expressly authorized in writing. Any noncustomary gratuities or tips exceeding this cap shall be the sole responsibility of the Contractor
No Markup
Agreement with Proenergy Services, LLC Page 33 of 48
Reimbursable Expense Schedule Mark Up
and shall not be reimbursable by the City.

8. Other reimbursable expenses with prior written
approval from the City.

No Markup
SECTION 4. PAYMENT PROVISIONS

Invoice Number, Purchase Order Number, and Invoice Period.

Current amount due with a time and materials breakdown: titles, hours, hourly rates, and any City approved reimbursable expenses itemized with supporting documentation.

4.2 Fixed Price
For Services authorized to be paid on a fixed price basis, Contractor shall base the invoice on either (a) the percentage of Services completed during the previous month or (b) a lump sum amount upon the completion of deliverable(s) and subject to the following:

Invoices must include the following information:

4.2.1.1 Invoice Number, Purchase Order Number, and Invoice Period.

4.2.1.2 Detailed information on the Services performed on each deliverable or task completed on each project, as applicable.

Contractor shall not invoice labor costs subject to prevailing wages in advance of performing the applicable Services.

With regard to milestone payments, Contractor shall invoice each milestone payment in full. Contractor shall not separate milestone payments into multiple invoices.

4.3 Pre-Payment
City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning the Services.

I I

4.1.1 4.1.2

4.1.3 4.2.1

4.2.2 4.2.3
Agreement with Proenergy Services, LLC Page 34 of 48

4.4 Payment Limited to Satisfactory Work.

Contractor is not entitled to any payments until the City concludes that the Services and/or any furnished deliverables have been satisfactorily performed.

4.6 Accurate Invoice
Invoices shall be accurate, itemized, and submitted in a form acceptable to the City. If an invoice is incomplete or inaccurate, the City may return it to Contractor for correction and resubmittal before payment can be processed. Contractor shall not charge the City any interest, late fees, or penalties on any outstanding or delayed invoices due to inaccurate billing.

4.7 Payment
If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required certified payroll, City shall process the invoice for payment.

4.8 Confidential
Invoices and related payment documentation are public records and are not confidential, even if marked as confidential when submitted by Contractor.

Agreement with Proenergy Services, LLC Page 35 of 48
APPENDIX B1 TO EXHIBIT B

RATE SCHEDULE
SECTION 1. RATES
Contractor shall charge, and the City shall pay for actual Services rendered and authorized according to the process outlined in Section 7 of Exhibit A. The rates applicable for the Services are listed below in Table B1 and Table B2.

Table B1 – LABOR RATES

LABOR CLASSIFICATION STRAIGHT

TIME HOURLY
RATE

OVERTIME / HOLIDAY

LABOR HOURLY RATE
Sr. Aero Field Technician $246.00 $329.00
Sr. Aero Field Technician I&C $246.00 $329.00
Mapper $362.50 $486.00
Aero Field Technician $229.00 $314.00
Technician I&C $229.00 $314.00
Technician – LM Depot $125.00 $146.00
Travel At Straight Time Rate
TABLE B2 – SERVICE RATES

SERVICE UOM RATE
Inspection Services (includes
equipment)
Borescope Inspection (BSI) One (1) $6,035
Semi-Annual Inspection Per Event Gas
Turbine
$13,450
Annual Inspection (BSI, Package
Inspection, Controls Calibration)
Per Event Per
Gas Turbine
$23,835
Advanced Monitoring And Predictive
Solutions (AMPS) Per Quarter
$20,000
Planned Maintenance (includes
equipment)
Hot Section Exchange (HSE) With
Combustor Exchange With Assumed
Fallout Rates Outlined In Attachment E
Inclusive Of Field Services
Per Gas
Turbine
$2,510,000
Agreement with Proenergy Services, LLC Page 36 of 48
Major Overhaul (Moh) With Assumed
Fallout Rates Outlined In Attachment E For
Lpc, Hpc, Hpt And Lpt Blades, Vanes,
Nozzles And Shrouds. Inclusive Of Field
Services
Per Gas
Turbine
$5,720,000
Variable Stator Vanes (Vsv) Bushing
Replacement
Per Event Per
Gas Turbine
$82,850
Fuel Nozzle Overhaul/Exchange Per Event Per
Gas Turbine
$55,625
Sprint Nozzle Overhaul/Exchange Per Event Per
Gas Turbine
$90,595
Agreement with Proenergy Services, LLC Page 37 of 48

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$2,000,000 Each occurrence
$4,000,000 General aggregate
$4,000,000 Products/Completed Operations aggregate
$2,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

Agreement with Proenergy Services, LLC Page 38 of 48
C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to nonpayment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal. b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice Agreement with Proenergy Services, LLC Page 39 of 48
has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to d review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

Agreement with Proenergy Services, LLC Page 40 of 48
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Proenergy Services, LLC Page 41 of 48

EXHIBIT D

I. Prevailing Wage Requirements

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. Contractors shall submit certified payroll through LCP Tracker or similar system as directed by the City. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage Agreement with Proenergy Services, LLC Page 42 of 48
statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

J. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

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K. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

6. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required. Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

Agreement with Proenergy Services, LLC Page 44 of 48

Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

14. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Agreement with Proenergy Services, LLC Page 45 of 48
L. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Exhibit shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

M. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

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EXHIBIT E

CONTRACT MODIFICATIONS
Section 3.3.15 is hereby added to the Agreement to read as follows:

3.3.15 Bond Provisions.. Should, in City’s sole and reasonable opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City.

To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

Section 3.3.13.1 is amended to read as follows:

3.3.13.1 Inspection of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor’s ability to protect existing surface and subsurface improvements. Following a site visit Contractor shall issue a written report to the City which will include a list of any conditions that may impact the schedule or cost in Contractor performing its Work. No claim for allowances–time or money–will be allowed as to such matters that could have been reasonably discovered or foreseen as part of any such site visit if the site visit occurs prior to the parties executing the contract.

Section 3.6.3 is amended to read as follows:

3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in the State and Federal courts of California located in Santa Clara County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit Agreement with Proenergy Services, LLC Page 47 of 48
based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.

Section 3.6.4 is amended to read as follows:

3.6.4 Time. Time is an important and material term for each and every provision of this Agreement. If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, which shall be equal to the period of time lost by the delay plus such additional time reasonably necessary to overcome the delay as agreed to by City and Contractor.

Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation.

A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

Section 3.6.15 is amended to read as follows:

3.6.15 Authority to Enter Agreement. Contractor and City each has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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Section 3.6.17 Entire Agreement is amended to read as follows:

3.6.17 Entire Agreement: This Agreement, including the Exhibits hereto, contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified in writing and signed by both parties. The parties have agreed to modify certain provisions in the Agreement as set forth in Exhibit E. In the event of any conflict between the terms set forth in Exhibit E and the Agreement, or any other Exhibits hereto, the terms in Exhibit E shall control.

Section 3.6.19 is added to the Agreement to read as follows:

3.6.19 Limitation of Liability. The total liability of Contractor for all claims of any kind, whether based on contract, warranty, tort (including negligence), indemnity, strict liability or otherwise, for any loss or damage arising out of, connected with, or resulting from this Agreement, the applicable Purchase Order or its work shall in no case exceed the total contract price set forth in section 3.4.1plus any insurance proceeds recovered under the coverages furnished by Contractor under the Agreement. Notwithstanding the foregoing, the foregoing liability limitation shall not apply in cases of (a) Contractor's indemnification or hold harmless obligation, and (b) employee claims, personal injury to a third party or damage to property of a third party..

Section 3.56.20 is added to the Agreement to read as follows:

3.6.20 Waiver of Consequential Damages. Notwithstanding anything in this Agreement or at law to the contrary, Contractor shall in no event be liable for exemplary, special, incidental, indirect or consequential damages of any kind including, but not limited to, loss of use, profits or revenue. Contractor shall have no liability for its competent performance of instructions given by City or its personnel or representatives in the event such instructions prove to be defective.

DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT AGREEMENT No. CIT012-21-MSA-6LM-04-C
D East Coast Office
6420 Deere Road- Suite 1
Syracuse, NY 13206
Phone: (315) 668-8285
D 11221 Cutten Rd. - Bldg 4
Houston TX 77066
Phone: (281) 880-2900
Fax: (281) 880-2992
BETWEEN:

City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
(the "Customer")
and
TransCanada Turbines Inc.
{"TCT" or "Contractor")
0 West Coast Office
4308 Resnik Court- Suite 208
Bakersfield CA 93313
Phone: (661) 836-4070
Fax: (661) 836-4355
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TRANSCANADA TURBINES INC.

DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT This Depot Service, Field Support and Part(s) Supply Master Agreement is effective this~- day of April 2021 (the "Effective Date").

TCT and the Customer may be referred to individually as the "Party" or collectively as the "Parties".

WHEREAS the Customer is an industrial owner/operator of certain General Electric ("GE") gas turbines and requires a service provider to repair and overhaul their fleet of gas turbines; WHEREAS TCT is a Service Company authorized to repair and overhaul GE industrial gas turbines; WHEREAS the Customer and TCT desire to enter into this Agreement for the purposes of setting out the terms and conditions under which TCT will perform certain services relating to the repair and overhaul of the Customer's GE gas turbines. Such services are further outlined in Exhibit A attached and incorporated by reference;
NOW THEREFORE in consideration of the premises and mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1. In this Agreement, including the Recitals and Schedules hereto, in addition to any terms defined elsewhere herein, the following terms have the meanings ascribed under this article:

1.1.1. "Agreement" shall mean this document for the provision of services by TCT.

1.1.2. "Claim" or "Claims" means all claims, damciges, liabilities, losses, demands, liens, encumbrances, causes of action of any kind, obligations, costs, judgments, interest, and awards (including, without limitation, legal counsel fees and costs of litigation if awarded as part of the judgment in favor of the Person asserting the Claim), whether created by law, contract, tort, negligence, voluntary settlement, or otherwise, arising out of, related to, or in any way connected with this Agreement or the performance of the Services under this Agreement.

1.1.3. "Customer" means the Customer and references thereto shall include: (i) the Customer's affiliates and subsidiaries; (ii) the Customer's other contractors; (iii) the Customer's co-venturers, co-owners, owners1 partners, joint venturers, co-lessees, coworking interest owners, and their respective affiliates; and (iv) the agents, representatives, servants, directors, officers, assigns, managers, members, shareholders, owners, and employees of all of the foregoing.

1.1.4. "Depot Services" means any services to be performed at TCT's depot facilities located in North America.

1.1.5. "Engine" means an industrial gas generator GE LM2500, LM2500+ and/or LM6000 and the subassembly or parts, or any combination of Engine, subassembly or parts.

1.1.6. "Field Service Technicians" means TCT's qualified employees providing Services to the Customer pursuant to this Agreement.

1.1.7. "Field Support Services" means all repairs and maintenance which can feasibly be undertaken by TCT's Field Service Technicians at Customer's field site and requested by City of Santa Clara, dba Silicon Valley Power
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1.1.8. 1.1.9.

1.1.10. 1.1.11.

1.1.12. 1.1.13.

1.1.14. 1.1.15.

1.1,16,
1,1.17,

1.1.18,

1.1.19,

1.1.20,
the Customer to be undertaken at the Customer's field site. The services may also include materials/Parts supplied by TCT to the Customer for its Engine pursuant to this Agreement
"lncoterms 2010" means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication, "lncoterms" 2010 Revision, as amended from time to time.
"Instrument and Controls Technician" means a Field Service Technician specializing in gas turbine on & off engine instrumentation, fuel governing, and gas turbine control system interface,
"Mechanical Technician" means a Field Service Technician specializing in the mechanical inspection and repair of gas turbine engine components, excluding any electrical or instrumentation.
"OEM" means the original equipment manufacturer of an Engine, "Part" or "Parts" means any Part or component comprising the Engine or the Engine package and acquired from the OEM, from a source approved by the OEM or by TCT, and includes reconditioned serviceable Parts.
"Parties" means TCTand the Customer and "Party" means either one of them. "Parts Supply" means the provision of Parts including materials, supplies, components and any Services necessarily incidental thereto, by TCT to the Customer. "Person" means any individual or entity, including, without limitation, any corporation, limited liability company, partnership (general or limited), joint venture, association, joint stock company, trust, unincorporated organization or government (including any board, political subdivision or other body thereof),
"Proposal" means a written quotation submitted by TCT for the performance of Services on a lump sum or unit price basis to the Customer.
"Purchase Order" means the Customer's written document confirming its acceptance of the Services to be undertaken by TCT strictly pursuant to the terms and conditions of this Agreement
"Services" means all Field Support Services and Parts Supply to be carried out and/or performed by TCT pursuant to this Agreement.
"TCT" means TransCanada Turbines Ltd or TransCanada Turbines Inc. "Work Authorization Form" means the document depicted in Exhibit E which will be executed to authorize each specific set of work activity to be performed under this Agreement

1.2, Except as otherwise provided in any Schedule or agreed to in writing by the Parties, if any term or condition, express or implied, of any Schedule conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.

1.3, Except as otherwise provided in this Agreement, the Parties may substitute revised Schedules to this Agreement at any time by agreeing to, signing and attaching a dated copy to this Agreement, which revised Schedules shall be the applicable Schedules from such date as they claim to be effective,

2. RELATIONSHIP OF PARTIES
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2.1. This Agreement neither obligates a Party to deal exclusively with the other Party nor prevents a Party or any of its affiliates from competing with the other Party or any of its affiliates.

2.2. The Parties acknowledge that the Services shall not, at any time, consist of any construction services, information technology services, or any services of a professional nature including, without limitation, any engineering, architectural, accounting, legal or management services.

2.3. Neither Party:

2.3.1. is an agent, employee, contractor, vendor, representative or partner of the other Party;

2.3.2. shall owe a fiduciary duty to the other Party; or

2.3.3. is capable, nor shall it hold itself out as capable, of binding any other Party to any obligation or liability without the prior written consent of the other Party.

3. GENERAL PROCEDURE

3.1. The Customer shall provide a written request to TCTfor the Services it desires TCT to perform.

3.2. TCT shall provide a Proposal to the Customer for the Services TCT is willing to provide to the Customer. TCT's Proposals shall properly describe the Services to be performed, the location, schedule and price. Proposals shall outline services or supplies to be provided by Customer and reasonably estimate any third party or reimbursable costs such as, but not limited to, travel or Parts to be procured on behalf of Customer. Proposals shall reference this Agreement number CIT012- 21-MSA-6LM-04-C and a copy of such Proposal shall be attached to the Purchase Order the Customer provided.

3.3. All prices shall use the terms and rates in this Agreement and be quoted in USD (United States Dollars) unless otherwise specified in writing.

3.4. Upon the Customer acceptance of TCT's Proposal, the Customer and TCT will execute a Work Authorization in substantially the same format as Exhibit E - Work Authorization Form. Upon execution of a Work Authorization, Customer will issue TCT with a Purchase Order for the Services, referencing both this Agreement and TCT's Proposal.

3.5. Except in emergency, TCTshall not begin any work unless a Purchase Order (PO) has been issued by the Customer for that particular work.

3.6. An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that the Customer reasonably determines to require immediate action, presents an immediate danger to public health and safety, and/or imperils the SVP LM6000 or associated equipment. Emergency work must be approved verbally (in the field), by telephone (then by email), or e-mail by the following authorized individuals: Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. TCT shall provide a proposal within two (2) business days so that such changes can be documented in a Change to Purchase Order within four (4) business days.

3.7. TCT is responsible for notifying Customer in a timely manner when the quoted cost may change.

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TCT shall provide reason for the change specific to each purchase order.

3.8. lfTCT identifies issues that would result in anticipated costs that exceed the current Purchase Order, a change to the purchase order shall be required in advance of performing work that will exceed the current authorization. In the event that issues are identified that can be most efficiently and economically resolved while on-site or, for services at Depot, by working continuously, changes may be approved by e-mail by the following authorized individuals: Assistant Director, Chief Electric Utility Operating Officer, and Chief Electric Utility Officer. TCT shall provide an updated proposal within two (2) business days so that such changes can be documented in a Change to Purchase Order within four (4) business days.

3.9. TCT shall not be entitled to any payment above the maximum compensation unless an amendment to this Agreement is executed.

4. SUPPLY OF PARTS PROCEDURE

4.1. The provisions of this Article 4 shall apply to any Parts Supply requested by the Customer for which a Parts Supply Purchase Order is received by TCT.

4.2. TCTshall prepare and pack the Parts in accordance with normal commercial practice, as determined by TCT, taking into consideration the nature of the Parts and, at the discretion ofTCT, any reasonable packing requests from the Customer.

4.3. To the extent that it is reasonable, in the opinion of TCT, TCT will package products in accordance with the Customer's reasonable written instructions as to markings to be placed on invoices, correspondence, and the exterior of shipping containers.

4.4. TCTwill deliver all Parts in accordance with the lncoterm as stated in TCT's Proposal and as specified in Customer's Purchase Order.

5. FIELD SERVICE PROCEDURE

5.1. The provisions of this Article 5 shall apply to any Field Support Services requested by the Customer for which a Field Support Services Purchase Order is received by TCT.

5.2. The Customer shall submit all requests for Field Support Services in writing specifying at a minimum, the number of personnel required, the length of time for which and location where the Services are to be provided and a description of the scope of the Services required. Unless an Instrument and Controls Technician is specifically requested, TCT's proposal shall assume that the Customer requests the Field Support Services be completed by a Mechanical Technician. TCT shall provide the Customer with a Proposal based on the information received with such request.

5.3. The Customer shall issue a Purchase Order to the TCT entity performing the Services. The Purchase Order will confirm the Services to be undertaken in accordance with the relevant TCT Proposal.

5.4. TCT shall provide the Customer with a written report of the Services performed within twenty-one (21) working days following completion of each Field Inspection. This report shall be in TCT's standard format. The Customer shall acknowledge such report by signing and returning a copy thereof.

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5.5. Any additional work identified during routine or unscheduled inspections will be notified in the report and corrective action shall be determined by mutual agreement between the Parties. Any such additional work completed, whether on an emergency basis or otherwise, shall be subject to the terms and conditions of this Agreement. TCT may, but shall not be required to perform such additional work, even if it is required on an urgent or emergency basis. Emergency work completed by TCT shall not give rise to compensation, remedies or constitute a breach of this Agreement or any Purchase Orders.

5.6. The Customer shall ensure that TCT's Field Service Technician(s) will have access to a suitable and safe work environment. TCT field service technicians shall have the right and responsibility to stop work that places undue risks on themselves, other TCT staff, contractors, the environment, property and/or equipment in accordance with local legislation and industry best practices. All affected personnel will be notified of the "stop work action" and made safe from harm until the identified hazard has been mitigated.

6. VARIATIONS

6.1. The Customer shall have the right, from time to time during the performance of the Services, to direct TCT, by notice in writing, to add to, alter, omit, or otherwise vary any of the Services. In the event that TCT, in its sole discretion, allows such variations, TCT shall provide the Customer with a written quotation regarding the addition to or deduction of any costs and/or proposed completion date. The Customer shall respond in writing to the written quotation and shall indicate whetherTCT is authorized to proceed with the variations. Until the Customer confirms acceptance and authorization of the quotation in writing, such instructions shall be deemed not given.

6.2. The terms and conditions of this Agreement shall continue to govern any of the Services pursuant to this Article 6. Should any term, condition or warranty contained within a variation or Purchase Order conflict with the terms of this Agreement, then this Agreement shall prevail unless otherwise agreed to in writing between the Parties.

7. PREVAILING WAGES.

7.1. Labor Code Compliance is detailed in Exhibit "D" attached and incorporated by reference. TCT must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. TCT agrees to include prevailing wage requirements in its contracts for the Project.

7.2. Requirements in Subcontracts. TCT shall require subcontractors engaged in performing work on Customer facilities or at Customer sites subject to the provisions of Labor Code sections 1720 through 1815 include prevailing wage requirements in all subcontracts funded by this Agreement.

Subcontracts shall include all prevailing wage requirements set forth in TCT's contracts.

8. INVOICING AND TERMS OF PAYMENTS

8.1. Payment shall be made in USD (United States Dollars) through a bank specified by TCT at the remittance location specified on TCT's invoice.

8.2. The Customer shall pay TCT for all Services performed in accordance with the invoice prepared by TCT based on the rates and prices set out in Schedule "A", attached hereto.

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8.3. Parts Supply: Within thirty (30) days of delivery of the Parts pursuant to a Parts Supply Purchase Order, TCT shall submit an invoice to the Customer and, the Customer shall pay the invoice within thirty (30) days of receiving such invoice.

8.4. Field Support Services: Upon completion of each Field Support Services Purchase Order, TCT shall submit one (1) invoice for compensation for all Field Support Services performed pursuant to such Purchase Order. TCT shall provide supporting documentation with each invoice including submittal of certified payroll using LCP Tracker or such other system as designed by Customer.

8.5. In no event shall Contractor invoice City for any labor in advance of performing such Service. Any Milestone payments shall exclude any labor.

8.6. Repair and Overhaul Services: The payment terms for Repair and Overhaul Services will be agreed by the Parties and specified in the applicable Purchase Order.

8.7. If the Customer fails to fulfill any condition of the terms of payment, TCT may:

8.7.1. withhold deliveries and suspend performance of any Service; or

8.7.2. continue performance ifTCT deems it reasonable to do so;

9. TAXES AND OTHER CHARGES

9.1. All amounts payable are exclusive of all federal, provincial, local, municipal or other excise, sales, use, value-added, stamp, property or similar taxes and fees and all export or import fees, customs duties, tariffs or consular fees, now in force or enacted in the future (collectively, "Taxes"). Where applicable, all such Taxes and fees shall be paid by the Customer unless the Customer provides a certificate of exemption or similar document exempting a payment from a particular tax. Regardless of the foregoing, TCT must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division. The business license tax is not reimbursed by Customer.

9.2. The Customer agrees to pay promptly when due, and to indemnify and hold harmless TCT and any of success or permitted assign of the foregoing on a full indemnity basis from, all licensing fees, registration fees and all Taxes however or wherever imposed (whether imposed upon TCT, all or part of the Engines or otherwise), by any authority, board, commission, department, division, organ, instrumentality, court or agency, or any other such entity (whether having a distinct legal personality or not) of any nation, province, state or other political jurisdiction thereof, exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government and any association, organization or institution of which any of the foregoing is a member, and in all cases, to whose jurisdiction such Person is subject or in whose activities any of the foregoing is a participant.

10. TERM AND TERMINATION

10.1. The term of this Agreement shall be for five (5) years from the Effective Date unless terminated by either Party pursuant to the terms of this Agreement.

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10.2. After the Initial Term, the Customer reserves the right, to request an extension to the term of this Agreement for up to five (5) additional one-year terms. Customer shall provide TCT with no less than thirty (30) days prior written notice of its intention to exercise its option to extend the term of this Agreement in a format substantially similar to Exhibit F - Notice of Exercise of Option to Extend Agreement Form attached and incorporated by reference.

10.3. Either Party shall have the right to terminate this Agreement subject to the terms of this Agreement after giving fourteen (14) days' notice should the other (the Defaulting Party):

10.3.1. 10.3.2.

10.3.3. 10.3.4.
be in material breach of its obligations under this Agreement, or become practically insolvent, or being a limited company, go into liquidation whether voluntarily or compulsorily, or if an administrator or administrative receiver of the whole or part of the Customer's assets is appointed, or ceases or threatens to cease to carry on its business, or makes any agreement with creditors compounding debts.

10.4. Where the defaulting party is TCT and TCT fails to commence, or having commenced, fails to remedy, the breach within fourteen (14) days from date of the notice, Customer may, by notice in writing, without prejudice to its other rights under this Agreement, immediately terminate this Agreement.

Customer shall make payment to TCT in accordance with the provisions of Article 10.

10.5. Where the defaulting party is Customer and Customer fails to commence, or having commenced, fails to remedy, the breach within fourteen (14) days from the date of the notice, TCT may, by notice in writing, without prejudice to its other rights under this Agreement, immediately terminate this Agreement. Customer shall make payment to TCT in accordance with the provisions of Article 10.

10.6. Default in Payment: If Customer fails to fulfill any condition of its payment obligations, TCT may:

10.6.1. 10.6.2.

10.6.3. 10.6.4.

Suspend performance and if the payment default is not cured in ten (10) business days after notice thereof, adjust the Project Completion Date by a period equal to such suspension;
Require that, upon invoice, Customer pay the costs incurred by TCT as a result of Customer's non-fulfillment of any payment obligations herein, including the cost of money as calculated•with reference to the prime rate plus 2% as published in the Wall Street Journal (interest shall not be charged until Customer has failed to cure its payment default within ten (10) business days after notice thereof; If TCT suspends its performance hereunder in accordance with this Agreement, be entitled to an extension of time for performance of its obligations equaling the period of such suspension; and/or
If Customer does not rectify such non-fulfillment promptly within thirty (30) days after receiving TCT's written notice, TCT may at its option deem this Agreement to be terminated by Customer. Upon presentation of invoice and remedies set forth in this Section, Customer shall pay TCT the reasonable costs of termination. This shall constitute TCT's sole and exclusive remedies for Customer's failure to fulfill a condition City of Santa Clara, dba Silicon Valley Power
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of payment.

11. COMPENSATION AND PAYMENT TO TCT

11.1. Customer does not gLJarantee any minimum or maximum compensation under this Agreement.

11.2. In consideration for TCT's complete performance of the services outlined in each Purchase Order, TCT shall invoice Customer and Customer shall pay TCT for all Services rendered by TCT in accordance with the rate per hour for labor and cost per unit for materials as outlined in Exhibit B entitled "Fee Schedule" attached and incorporated by reference and as set forth in each Work Authorization Form executed by the Parties.

11.3. Where applicable, Customer may require a Final System Acceptance Certificate in substantially the same format as Exhibit E-1 attached before issuing final payment. Such requirement shall be documented in the corresponding Work Authorization executed between the Parties.

11.4. • The payments made by Customer under this Agreement will be the amounts charged for Services provided and billed by Contractor, subject to verification by City, pursuant to the hourly rates set forth in the Fee Schedule supplied in writing by Contractor and maintained on file with City at the time the Services are provided.

11.5. If there are any disputed charges on the invoice Customer shall pay TCT any undisputed amount within thirty (30) days after invoice receipt including submittal of approved certified payroll using LCP tracker or such other system as defined by City. Customer will notify TCT in writing the reason for any disputed charges prior to withholding payment and will work with TCTto rectify any disputed amounts for payment within a reasonable period of time.

12. REPRESENTATIVES

12.1. Both Parties shall appoint a representative (the representative of TCT being the "TCT Representative" and the representative of the Customer being the "Customer Representative" and together the "Parties' Representatives") and all notices, authorizations, approvals and communications shall be considered delivered and effective upon receipt only when given in writing and delivered personally, by registered mail (postage prepaid), prepaid courier or faxed to the representatives:

TCT Representative:

Name: Darcy Simonelli
Phone: 403-420-4231
Fax:403-420-4300
Email:
da rcy [email protected]
Customer Representative:

Name: Chris Karwick
Phone: 408-615-6554
Fax: 408-244-2990
Email: [email protected]
City of Santa Clara, dba Silicon Valley Power Page 9 of 39 Agreement for Services/TransCanada Turbines (TCT)

12.2. The Customer Representative shall notify TCT of all information, instruction and decisions of the Customer made under the provisions of this Agreement.

12.3. Either Party's Representative may delegate any of his/her responsibilities to any nominated deputy.

Such delegation shall be subject to prior written notification to the other Party. Information, instructions and decisions from any nominated deputy shall be as if from each Party's Representative.

13. WARRANTY

13.1. TCT warrants that the Services performed or provided by TCT under this Agreement will comply with industry standard, custom and practice. All Parts sold hereunder shall be free from defects in material, workmanship and title.

13.2. This warranty is personal to the Customer and cannot be assigned without the prior written consent ofTCT, which consent shall not be unreasonably withheld. Warranty claims shall only be considered by TCT in respect to defects which become apparent and are notified by the Customer in writing to TCT before the expiry of the following warranty periods:

Depot Services
Calendar Time:

Running Time:

Field Support Services
Calendar Time:

Running Time:
12 months from completion of Depot
Support Services
8,000 hours
12 months from completion of Field
Support Services
8,000 hours
Whichever of the above limitations occurs first.

Parts:

Calendar Time: 12 months from date of delivery

13.3. Any warranty claim made shall be made in writing and delivered to TCTas soon as practical following discovery of the defect, and in any event, not later than thirty (30) days following discovery of the defect.

13.4. If TCT re-performs any Service, then the provisions of this Article shall apply to the Service reperformed, provided, however, the foregoing shall not serve to extend any warranty beyond twentyfour (24) months from completion of the original Services performed by TCT.

13.5. Notwithstanding the foregoing, TCT assumes no warranty:

13.5.1. 13.5.2.

13.5.3. for Parts supplied by the Customer;
for any Services performed despite TCT's and/or its subcontractor's recommendation to the contrary including without limitation, the use of any specific subcontractor for the performance of certain Services; or
if the Customer is in default of any payment obligations owed to TCT.

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13.6. The warranties contained in this Article 13 shall be subject to the following continuing conditions:

13.6.1. 13.6.2.

13.6.3. 13.6.4.

The Engine and all Parts were properly installed by personnel that are qualified by the OEM to perform such work;
failure of a Part due to ordinary wear and tear, erosion, corrosion, temperature, pressure or other conditions in excess of or contrary to agreed OEM specifications is not covered by this warranty;
The Engine has been operated, maintained and updated in accordance with the OEM's guidelines and standards;
The Engine has been used under normal operating conditions, has not been subjected to misuse, neglect or accident and has not subsequently been repaired or altered, except by TCT (unless otherwise agreed in writing between both Parties); and

13.7. The Customer shall provide, in a timely manner, information as requested by TCT to facilitate the warranty investigation. If the Customer fails to furnish TCT with the records, data, and documentation prior to TCT assessing a warranty claim, then the eligibility of the warranty claim shall be at TCT's sole discretion. The Customer acknowledges and agrees that the warranty settlement is contingent on TCT receiving all information and investigation results from the Customer.

13.8. Where the Customer asserts a warranty claim according to this Article, and as a result of the investigation, it is established that TCT is not liable for the defects claimed, the costs of investigation as well as any other costs and expenses, including shipping, connected with such claim shall be borne by the Customer and due net thirty (30) days upon receipt of the respective invoice therefore.

13.9. THE WARRANTIES CONTAINED IN THIS ARTICLE 13 ARE EXCLUSIVE AND IN LIEU OF ANY AND ALL

OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY (INCLUDING,

WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR

PURPOSE OR AS OTHERWISE PROVIDED UNDER ANY APPLICABLE LEGISLATION, WHETHER

DOMESTIC OR INTERNATIONAL), AND THE CUSTOMER HEREBY WAIVES ANY RIGHT TO ANY SUCH REMEDIES.

13.10. IN NO EVENT SHALL TCT BE RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY the Customer IN RESPECT OF ANY DEFECT OR FAILURE COVERED BY THE WARRANTY SET OUT ABOVE.

13.11. THE LIABILITY OF TCT CONNECTED WITH OR RESULTING FROM THE WARRANTIES CONTAINED IN THIS ARTICLE 13 SHALL BE LIMITED TO REPAIR AND/OR REPLACEMENT BY TCT OR ITS DESIGNEE OF THE PART OR PARTS WHOSE FAILURE GIVES RISE TO A CLAIM UNDER THESE WARRANTIES. UPON

THE EXPIRATION OF THE SHORTEST PERIOD DESCRIBED THEREIN, ALL SUCH LIABILITY SHALL TERMINATE.

14. INDEMNIFICATION

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TCT SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS the Customer TO THE EXTENT OF THE LIMITATION ON LIABILITY FROM ALL CLAIMS,

CAUSES OF ACTION, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S City of Santa Clara, dba Silicon Valley Power
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FEES) FOR PERSONAL LOSS, INJURY, OR DEATH TO PERSONS {INCLUDING BUT NOT LIMITED TO TCT'S

EMPLOYEES) AND LOSS, DAMAGE TO OR DESTRUCTION OF THE CUSTOMER'S PROPERTY OR THE

PROPERTY OF ANY OTHER PERSON OR ENTITY (INCLUDING BUT NOT LIMITED TO TCT PROPERTY) TO

THE EXTENT ARISING OUT OF ANY NEGLIGENT, WILFUL OR INTENTIONAL ACT OR OMISSION OF TCT IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES. NOTHING HEREIN SHALL BE

CONSTRUED AS MAKING TCT SOLELY LIABLE FOR ANY INJURY, DEATH, LOSS, DAMAGE, OR DESTRUCTION TO THE EXTENT ARISING OUT OF ANY NEGLIGENT ACT OR OMISSION OF the CUSTOMER.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, the Customer SHALL DEFEND, INDEMNIFY, AND

HOLD HARMLESS TCT FROM ALL CLAIMS, CAUSES OF ACTION, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) FOR PERSONAL LOSS, INJURY, OR DEATH TO PERSONS (INCLUDING BUT NOT LIMITED TO the CUSTOMER'S EMPLOYEES) AND LOSS, DAMAGE TO OR

DESTRUCTION OF TCT'S PROPERTY OR THE PROPERTY OF ANY OTHER PERSON OR ENTITY {INCLUDING BUT NOT LIMITED TO the CUSTOMER'S PROPERTY) TO THE EXTENT ARISING OUT OF ANY NEGLIGENT, WILFUL OR INTENTIONAL ACT OR OMISSION OF the Customer IN CONNECTION WITH PERFORMANCE OF THE SERVICES. NOTHING HEREIN SHALL BE CONSTRUED AS MAKING THE

CUSTOMER SOLELY LIABLE FOR ANY INJURY, DEATH, LOSS, DAMAGE OR DESTRUCTION TO THE EXTENT ARISING OUT OF ANY NEGLIGENT ACT OR OMISSION OF TCT.

14.3. TCT SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, DAMAGES, OR EXPENSES ARISING FROM ITS

FAILURE TO DISCOVER OR REPAIR LATENT DEFECTS OR DEFECTS INHERENT IN THE DESIGN OF

ENGINE OR PARTS SERVICED, UNLESS SUCH DISCOVERY, REPAIR, AND THE MEANS TO EFFECT SUCH

ARE SPECIFIED AND AGREED IN WRITING BY THE PARTIES, EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 14.

14.4. TCT SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY CLAIMS, LOSSES, DAMAGES, OR EXPENSES ARISING FROM ANY ADVICE, RECOMMENDATIONS, OR ASSISTANCE PROVIDED TO the Customer, BUT NOT otherwise REQUIRED BY THIS AGREEMENT.

14.5. The Customer agrees that the remedy provided under this Article 14 is the Customer's sole and exclusive remedy against TCT in connection with the Services provided hereunder and to the extent permitted by law, the Customer shall file no other Claim, demand, action or remedy against TCT and the Customer warrants that it shall not take any steps to pursue any such Claim, action or demand against TCT.

15. TITLE TRANSER. RISK OF LOSS, SHIPMENT AND STORAGE

15.1. Passage ofTitle and Risk of Loss. Title to Parts, components or materials to be shipped shall pass to Customer when TCT or shipper arrives at Customer's location for final delivery. Risk of loss shall pass to Customer upon delivery pursuant to this Section 15.

15.2. If repair Services are to be performed on Customer's Engine atTCT's facility, TCT shall be responsible for, and shall retain risk of loss of, such equipment at all times until redelivery of the Engine to the Customer site.

16. CONFIDENTIALITY AND OWNERSHIP OF PATENTS AND OTHER PROPRIETARY RIGHTS.

16.1. The Customer and TCT shall identify all intellectual property, or proprietary information that it is City of Santa Clara, dba Silicon Valley Power
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providing for the purpose of this Agreement at the time that such intellectual property, or proprietary information is provided. Neither the Customer nor TCT shall have the right to use the Confidential Information other than for the purposes of this Agreement, whether directly or indirectly, any intellectual property, or proprietary information owned by the other party. Any failure by either Party to identify such rights shall not in any respect affect the rights of either Party under this Article 16. Notwithstanding the foregoing, TCT acknowledges that Customer is a public agency subject to the requirements of the California Public Records Act. If Customer receives a request for information that TCT deems confidential, Customer shall notify TCT as soon practicable, and TCT shall be solely responsible for taking whatever legal steps are necessary to protect the information and prevent its release to the requester. Customer shall not release any records until seven calendar days after receipt of request.

17. INSURANCE AND WAIVER OF SUBROGATION

17.1. The Parties shall maintain in_force adequate insurance to cover any relevant statutory requirements and their obligations under this Agreement.

17.2. TCT shall provide insurance as set forth in Exhibit C of this Agreement attached and incorporated by reference.

17.3. The Customer hereby expressly waives any and all rights of recovery it may have against TCT for loss or damage insured against by all insurance policies in which the Customer may have any interest, in relation to any services performed during the term of this agreement and, further, shall ensure such a waiver is contained within all insurance policies in which the Customer may have an interest.

17.4. The insurance requirements under this Agreement shall not constitute a waiver of the rights of any Party or its insurer to enforce the indemnity and release obligations owed to them under this Agreement. The failure to secure any insurance coverage required under this Agreement or to secure any endorsements on insurance policies as may be necessary to comply with this Agreement shall not relieve the breaching Party from its obligations under this Agreement.

18. LIMITATION OF LIABILITY

CONSEQUENTIAL DAMAGES

EXCEPT FOR CUSTOMER'S OBLIGATION TO PAY FOR PARTS AND SERVICES, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY.

INDEMNITY, OR OTHERWISE, SHALL EITHER PARTY OR ANY OF ITS AFFILIATES OR SUPPLIERS BE LIABLE

TO THE OTHER PARTY FOR LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE EQUIPMENT OR ANY

ASSOCIATED EQUIPMENT OR SERVICES, COST OF CAPITAL, OVERHEAD, COST OF SUBSTITUTE

EQUIPMENT SERVICES OR SOFTWARE, COST OF SUBSTITUTE FACILITIES OR REPLACEMENT POWER,

DAMAGE TO ASSOCIATED EQUIPMENT, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME

COSTS, OR CLAIMS OF CITY'S CUSTOMERS FOR ANY OF THE FOREGOING, AND TCT SHALL NOT BE LIABLE

FOR CLAIMS FOR DAMAGES OR COSTS RELATED TO THE CLEANUP, REMOVAL, RELEASE OR THREATENED RELEASE, REMEDIATION OR DISPOSAL OF OR ANY RESPONSE TO ANY HAZARDOUS MATERIAL.

NOTHWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE TO THE

OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECULATIVE DAMAGES.

DIRECT DAMAGES
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TCT'S LIABILITY UNDER ANY OF THE EXPRESS OR IMPLIED TERMS OF THIS AGREEMENT, SEPARATELY OR

COMBINED, OR OTHERWISE IN RESPECT OF ALL CLAIMS OF ANY KIND, WHETHER IN TORT (INCLUDING

NEGLIGENCE OF ANY DEGREE, GROSS OR OTHERWISE), CONTRACT, WARRANTY, INDEMNITY, STRICT

LIABILITY OR OTHERWISE SHALL NOT EXCEED THE LIMITATION OF LIABILITY SET FORTH IN THE FOLLOWING TABLE. THE LIMITATION OF LIABILITY SHALL APPLY ON A PER PURCHASE ORDER BASIS.

THE TERMS OF THIS ARTICLE SHALL BE PRIMARY TO ANY OTHER CONFLICTING TERM OF THIS AGREEMENT.

Purchase Order Price Limitation of Liability
Less than $250,000 $250,000
Greater than $250,000 and Less than 1.5 times the Purchase Order Price or $1,000,000 $1,000,000 whichever is greater I
Greater than $1,000,000 The Purchase Order Price or $5,000,000.00 whichever is greater

19. ENVIRONMENTAL LIABILITY

IN RESPECT OF FIELD INSPECTION SERVICES, TCT SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY OR

PROPERTY DAMAGE ASSOCIATED WITH HAZARDOUS MATERIALS, POLLUTANTS OR ENVIRONMENTAL

CONTAMINANTS PRESENT AT THE JOBSITE, ALL PRE-EXISTING HAZARDOUS MATERIALS,

ENVIRONMENTAL CONTAMINATION OR POLLUTION AT THE JOBSITE PRIOR TO THE START OF SERVICES

AND FOR ALL HAZARDOUS MATERIALS, POLLUTION OR ENVIRONMENTAL CONTAMINATION TO ADJACENT PROPERTIES CAUSED BEFORE THE START DATE FOR SERVICES HEREUNDER. TCT SHALL ONLY

BE LIABLE FOR SUDDEN AND ACCIDENTAL POLLUTION CAUSED BY MATERIALS OR EQUIPMENT

BROUGHT TO THE JOBSITE FOR THE PURPOSE OF PROVIDING SERVICES HEREUNDER, PROVIDED THAT,

THE RELEASE, DISCHARGE, DISPERSAL, SEEPAGE, MIGRATION OR ESCAPE IS KNOWN BY THE CUSTOMER WITHIN SEVEN (7) DAYS OF COMMENCEMENT AND REPORTED TO TCT WITHIN TWENTY (20) DAYS OF COMMENCEMENT OF THE RELEASE, DISCHARGE, DISPERSAL, SEEPAGE, MIGRATION OR ESCAPE.

20. FORCE MAJEURE

20.1. If, by reason of any industrial dispute or government action, fire, flood, hurricane, earthquake, volcanic eruption, act of God, labour conflicts and disputes, war (declared or undeclared), terrorism, civil commotion, riot, insurrection, military uprising, the performance of Services is rendered so difficult or costly as to make such performance commercially unreasonable or any other causes beyond the reasonable control of TCT (each a "Force Majeure"), is delayed or impeded in the performance of its obligations, then, TCT shall be under no liability for failure to perform its obligations. TCT shall, within a reasonable time, give notice in writing to the Customer of its Claim for an extension of time. Upon resolution of the Force Majeure, TCT shall be entitled to reschedule the outstanding Services.

20.2. Notwithstanding that TCT shall be entitled to an extension of time under Article 20.1, should the Force Majeure exist for a period of one hundred and twenty (120) consecutive days, then either Party, at any time thereafter, may, by written notice to the other, terminate this Agreement. This is City of Santa Clara, dba Silicon Valley Power
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subject to the terms of this Agreement and providing that performance is still delayed or impeded.

21. LAW
This Agreement shall be governed by the substantive law of California without regard to any conflicts of laws principles that could require application of any other law, including without limitation, the interpretation of this Agreement and any dispute, controversy or Claim arising out of, relating to, or in any way connected with this Agreement, including, without limitation, the existence, validity, performance, breach, or termination thereof.

22. DISPUTE RESOLUTION

22.1. Unless otherwise mutually agreed to by the Parties, any controversies between TCT and Customer regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

22.2. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.

22.3. The costs of mediation shall be borne by the Parties equally.

22.4. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, through mediation only.

22.5. Should either Party bring any legal proceeding under this Agreement, it shall be filed and litigated in the Superior Court of the County of Santa Clara.

23. ENTIRE AGREEMENT
This Agreement, including the exhibits and amendments, as agreed, embodies the entire Agreement and understanding of the Parties in respect of the subject matter hereof, whether oral or written and there are no further terms, conditions, warranties or representations, written or oral other than those contained herein and, as of its effective date, terminates and supersedes all prior or agreements and understandings between the Parties covering the same subject matter. These terms and conditions shall be exclusive and in lieu of all terms and conditions appearing on the face or reverse side of any Purchase Order or other documents submitted by the Customer. The identification of Services, price, quantity, delivery dates and shipping instructions shall be as set forth in TCT's proposal or the Customer's Purchase Order, which has been accepted by TCT.

24. GENERAL PROVISIONS

24.1. No provisions of this Agreement shall be changed or modified in any way either in whole or in part except by an instrument in writing made after the date of this Agreement signed on behalf of both Parties and which is expressly stated to amend this Agreement.

24.2. In the event of a conflict between the terms and conditions of a proposal, Work Authorization, City of Santa Clara, dba Silicon Valley Power
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purchase order or any document authorizing specific work, the Terms and Conditions of the Agreement shall govern and control.

24.3. All services shall be provided using the terms and rates included in the Agreement.

24.4. The article headings and subheadings in this Agreement are for convenience only, and shall not affect the meaning, construction or interpretation of this Agreement.

24.5. Each person executing this Agreement on behalf of a Party represents and warrants (as evidenced by his or her signature) that he or she has the authority to execute this document on behalf of, and bind, that Party.

24.6. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and which together shall constitute one and the same instrument; provided that neither Party shall be bound to this Agreement unless and until both Parties have executed a counterpart. A signature page signed by a Party and sent by facsimile machine or scanned by email to the other Party shall be deemed to be valid as an original and shall be binding as between the Parties.

24.7. Any reference to a statute, law, rule, regulation, decree or other legislative, administrative or executive act, having the effect of law shall include and shall be deemed to be a reference to such statute and to the rules and regulations made pursuant thereto, and any amendments made thereto from time to time, and to any law that may be passed which has the effect of supplementing or replacing the law so referred to or the regulations made pursuant thereto.

24.8. No consideration shall be given to the fact or presumption that one Party has a greater or lesser hand in drafting this Agreement and the interpretation rule known as the "Contra Preferentem" rule shall not apply, nor shall any similar rule or approach to interpretation, and this Agreement shall not be interpreted narrowly against either party to it.

24.9. The Customer shall not, directly or indirectly, export or transmit any items covered by this Agreement to any country to which such export or transmission is restricted by applicable regulations or statutes of Canada, the United States of America or the United Kingdom, or any agency thereof, without the prior written consent of the relevant country's Department of Trade and/or Commerce, and of any other required government agency.

24.10. The status of each Party under this Agreement shall be that of an independent contractor. Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall be construed as creating an employment, partnership, joint venture or agency relationship between the Parties as granting either Party the authority to bind or contract any obligation in the name of or on the account of the other Party or to make any statements, representations, warranties or commitments on behalf of the other Party. All persons employed by a Party shall be employees of such Party and not of another Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

24.11. Each provision of this Agreement shall be considered severable and if any provision(s) is (are) determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legal.

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25. 24.12. In the event of termination or expiration of this Agreement, the provisions pertaining to warranty, indemnity, confidentiality, insurance, disclaimer of consequential damages, limitation of liability, dispute resolution, and governing law shall remain in full force and effect.

24.13. No waiver of any breach of this Agreement shall be or deemed to be effective or binding unless the waiver is in writing and signed by an authorized representative of the Party purporting to have waived the breach and, unless otherwise provided in this Agreement, such waiver shall be limited to the specific breach waived. A Party's failure to enforce or delay in enforcing any of the terms and conditions of this Agreement shall not constitute or be deemed to constitute a waiver of such terms or conditions. No delay or failure by either party in exercising or pursuing any Claims, rights or remedies arising under this Agreement, or for any breach hereof shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

COMPLIANCE WITH ETHICAL STANDARDS
As a condition precedent to entering into this Agreement, Contractor shall:

25.1. Read the attached Exhibit G entitled "ETHICAL STANDARDS," and,

25.2. Execute the affidavit attached as Exhibit H entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."
IN WITNESS HEREOF the Customer and TCT have executed this Agreement as of this (,11+ day of April 2021.

Customer: City of Santa Clara
Per:

Name: Daniel J.B. Simonelli Nai
Title: Secretary Title:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
APPROVED AS TO FORM:

C-CJ,<....__

BRIAN DOYLE
City Attorney
Digitally signed by Caio
Arellano
Date: 2021 .05.25 15:33:24
City of Santa Clara, dba Silicon Valley Power
Agreement for Services/TransCanada Turbines (TCT}
.U \1-0v\
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT A- SCOPE OF SERVICES

1. TCT will provide Depot Support Services, Field Support Services, and Part(s) Supply on an as-requested basis for the City of Santa Clara Electric Department, Silicon Valley Power (Customer).

1.1. Services shall be requested and authorized using the process outlined in Section 3 of the Agreement (GENERAL PROCEDURES).

1.2. Services shall be performed on SVP's LM6000 engines located in the City of Santa Clara. Services may be provided on-site at City of Santa Clara or at TCT's depot.

1.3. When requested, TCT shall use reasonable efforts to have Field Service Technician(s) on-site within twenty-four (24) hours of receiving written instructions from the Customer.

2. TCT will manage and coordinate the Service of the Engine and any work activity associated with Services authorized under the applicable Purchase Order on behalf of Customer, in accordance with the established maintenance cycle of the equipment, industry and manufacturer best practices, original equipment manufacturer (OEM) standards and recommendations, applicable equipment specifications, policies, procedures, state or local regulations and laws. Services to be provided may include, but are not limited to:

2.1. Develop/implement routine, preventive and condition-based maintenance programs.

2.2. Institute comprehensive reporting procedures to ensure close communications with Customer

2.3. Supply parts as required to maintain, repair, and otherwise perform services

2.4. Scheduled Maintenance activities including, but not limited to:

2.4.1. Annual Routine Inspections (every ~s,ooo hours) consisting of borescope, visual inspection, complete package and control calibrating of components essential to reliable operation.

2.4.2. Hot Section Ratable Exchange - Performed at the site during a scheduled outage approximately every 25,000 hours of gas fuel operation.

2.4.3. Major Gas Turbine Overhaul - a complete overhaul of the gas turbine is performed at an Overhaul Depot approximately every 50,000 hours. Key features of this overhaul are: (a) complete tear down and inspection of engine, (b) rebuild with new, refurbished and serviceable parts as required, and (c) functionality and performance demonstration in the test cell.

2.5. The inspections shall include but not be limited to:

2.5.1. Review latest recommendations, improvements, and technical information letters and recommend which should be implemented.

2.5.2. Implementation of product bulletins, service bulletins, and other OEM recommendations

2.5.3. Review borescope results and plan for next borescope or any required maintenance.

2.5.4. Perform any required on-site Level 1 or 2 maintenance work package in accordance with On-Site Operation and Maintenance Manual.

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2.6. Remedial Measures: Remedial measures are defined as services performed beyond normal O&M services to address issues discovered during inspections of the turbines including any services that may be performed to restore the gas turbine system to optimal operating condition.

2.7. On-Site services may include, but are not limited to:

2.7.1. Full Borescope Inspection

2.7.2. Preventive and corrective maintenance and inspection performed on the exterior of an installed gas turbine

2.7.3. Gas turbine removal and installation

2.7.4. Separation of generator and power turbine

2.7.5. Turbine preservation and shipping

2.7.6. Quarterly, Semi-annual, and Annual package and controls inspections

2.7.7. Full alignments and alignment verification

2.7.8. Troubleshooting all aspects of package and engine problem

2.7.9. Perform repairs and remedial measures identified during inspection and maintenance.

2.8. Depot Services may include, but are not limited to:

2.8.1. Complete disassembly and/or assembly of modules down to individual piece parts

2.8.2. Repair and replacement of piece parts and accessories

2.8.3. Gas generator, gas turbine and/or power turbine testing in test cell.

2.8.4. High Pressure Compressor/ Low Pressure Compressor (HPC/LPC) Blade/Vane repair and replacement

2.8.5. Hot Section/combustor replacement

2.8.6. Other internal component replacement - refer to engine specific work scopes

2.8.7. Transportation of equipment from Customer site to Depot and return.

3. TCT Responsibilities:

3.1. TCT shall provide the Customer with a written report of the Services performed within twenty-one (21) working days following completion of each inspection or repair. This report shall be in a format to be agreed with the Customer. The Customer shall acknowledge such report by signing and returning a copy thereof.

3.2. Any additional work identified during routine or unscheduled inspections will be notified in the report and corrective action shall be determined by mutual agreement between the Parties.

3.3. TCT shall possess all licenses and/or certifications necessary to perform the services described in this Attachment A.

3.4. TCT shall provide qualified and skilled specialists and engineers.

3.4.1. TCT shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary for the providing efficient services.

3.4.2. TCT shall employ only competent craftsmen/skilled workers who are appropriately trained and licensed to perform the required services.

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3.4.3. TCT shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Agreement, including but not limited to, Department ofTransportation (DOT) requirements for commercial driver's license and required drug testing if applicable.

3.4.4. Customer may request verification of the assigned employees' qualifications at any time.

TCT shall promptly provide such verification upon request by Customer.

3.4.5. TCT's employees and any subcontractors shall supply proper identification when requested by Customer.

3.4.6. Customer reserves the right to request the removal of any TCT employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. TCT shall promptly respond to requests for replacement personnel.

3.5. TCT shall provide a Project Manager/General Manager who is responsible for the day-to-day management and supervision of the required services. Project Manager responsibilities shall include, but not be limited to: correcting problems, managing conflicts and complaints, and overseeing work schedules, personnel, and equipment requirements. If the Project Manager/General Manager is off-site or otherwise unable to give direction to TCT's employees (including subcontractors), Customer may give directions to the personnel until the Project Manager/General Manager returns.

3.6. TCT shall provide all parts, materials, tools, equipment, and consumables necessary for all tasks

3.7. TCT shall provide all tooling for tasks of On-Site Services and Depot Services.

3.8. Safety:

3.8.1. TCT shall ensure that all its employees and agents abide by established local, state and federal safety rules and regulations.

3.8.2. TCT employees, and any subcontractors shall always act in a safe manner while on City property.

3.8.3. TCT shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances and codes in the event they are amended. Where any amended applicable laws or ordinances are in conflict with the Customer's requirements, the more stringent requirement(s) shall be followed. TCT's failure to be thoroughly familiarized with the safety provisions shall not relieve TCT from compliance with the obligations and penalties resulting therefrom.

3.8.4. TCT shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing TCT's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of TCT's IPP shall be submitted to Customer prior to the execution of an agreement, and be made available on site upon request.

3.8.5. TCT shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. Customer reserves the right to accompany TCT during these inspections.

3.8.6. TCT's employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which TCT's employee has a City of Santa Clara, dba Silicon Valley Power
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current doctor's prescription) on Customer property and while performing services for the Customer. Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

3.8.7. TCT's employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. TCT shall provide the required PPE and FR clothing at its own expense.

3.8.8. TCT shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

3.8.9. TCT shall notify Customer immediately in event of an injury or property damage that occurs during the performance of the services described in this Agreement. TCTshall investigate the reported injury or damage upon request from Customer, and provide Customer with regular updates until the investigation is resolved. Customer reserves the right to perform its own investigation. Should Customer choose to conduct its own investigation, TCT shall assist Customer as required.

3.9. Workmanship:

3.9.1. TCT shall perform the required services in an environmentally responsible manner.

3.9.2. TCT shall assume full responsibility for the protection and safekeeping of its material and tools, and shall lock all TCT vehicles when parked and unattended, to prevent unauthorized use. TCT shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

3.9.3. TCT shall take all necessary precautions to protect Customer property from damage during the performance of the required Services. TCT shall be responsible for the repair of any property damaged through the fault or negligence ofTCT during the performance of services. Damage to Customer property that cannot be repaired shall be replaced at the TCT's sole expense, prior to issuance of payment to TCT by Customer. Any expenses incurred by Customer to repair property damage will be deducted from TCT's compensation or billed to TCT at Customer's discretion.

3.9.4. TCT shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by TCT's performance of services.

3.9.5. TCT shall leave the work site in a neat and orderly condition. All clean-up work will be done to the satisfaction of Customer, and at the sole expense of TCT.

3.9.6. Customer shall have the right to inspect any work performed by TCT and any subcontractors. Should Customer determine upon inspection any defective work or work not compliance with the requirements of the Purchase Order, TCTshall promptly correct the work at no additional cost to the Customer.

3.10. The Customer shall maintain complete records relating to the Engine, including but not limited to previous inspection and repairs reports, details of all repairs and modifications to the Engine performed and a log containing relevant information about operation of the Engine.

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT B -FEE SCHEDULE

1. Fee Schedule:

1.1. TCT shall provide services at the following rates:

Field Service (Mechanical Tech)
Straight Time
Overtime (payable after 8 hours/weekends)
Travel Straight Time/Standby
Travel Weekend/Holiday
Daily Rate (12 hour day)
Overtime (after 12 hours)
Field Service (Controls Tech)
Straight Time
Overtime
Travel Straight Time/Standby
Weekend and Holiday Travel
Daily Rate (12 hour day)
Overtime (after 12 hours)
Depot
Labor Rate (Straight Time)
Labor Rate (Overtime)
New Parts
Repairs
Zero-timed hardware (repaired)
Rate
$220.00 per hour
$330.00 per hour
$169.00 per hour
$220.00 per hour
$3,084.00 per day
$367.00 per hour
$265.00 per hour
$393.00 per hour
$203.00 per hour
$265.00 per hour
$3,689.00 per day
$434.00 per hour
$104.50 per hour
$156.75 per hour
GE List+ 15%
As Quoted
GE List- 30%

1.2. Annual Adjustment-The rates listed shall be subject to annual adjustments beginning in January of each calendar year during the term of this Agreement. TCT shall provide written notice of such rate adjustment 60 days before the rates become effective.

2. Definitions:

2.1. Overtime - Overtime will be charged for any Service for time worked over eight (8) hours. The overtime rate will be charged on all Services required on weekends and established holidays.

2.2. Minimum Charges - A minimum charge of four (4) hours straight time plus expenses will be applied for any Service in the United States of America (USA).

2.3. Standby Charges - Standby charges will apply when Field Service Technician(s) arrive on site and are requested or required by the Customer to wait, a standby charge will be assessed as follows:

2.3.1. Domestic Standby Charges: A maximum of eight (8) hours per day for each weekday.

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2.3.2. Domestic Overtime Standby Charges: A maximum of eight (8) hours overtime per day for Saturdays, Sundays, and established holidays.

2.4. Holiday rates apply on the following holidays: New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving, Day after Thanksgiving, Christmas Eve, Christmas Day.

3. Reimbursable Expenses:

3.1. Pass-Through Costs: In some cases, TCT may pass-through costs such as, but not limited to: travel, subcontracted activities or materials. Such Pass-Through Costs shall be included in the each quote for services and are subject to the following conditions:

3.1.1. 3.1.2.

TCT shall provide supporting documentation such as invoices or receipts for all PassThrough costs. Except in the case of emergency, TCT will notify the Customer in advance when these costs are anticipated and include such pass-through costs on each quote.

Expenses shall be reimbursable only to the extent that TCT submits sufficient documentation to the Customer, when requested, that the expenses were directly incurred in providing the requested services and that such costs are not already included in the fee or hourly rate.

3.2. Subsistence - Expenses (travel and lodging) will be charged at cost plus ten percent (10%).

3.2.1. Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall not exceed the rates outlined by United States General Services Administration (GSA).
https://www.gsa.gov/travel-resources

3.2.2. Airfare and car rentals shall be reimbursed at economy class except that travel over eight (8) hours will be business class. (Such travel shall be based on location from which,required resource is normally based or actual location of required resource whichever is lower.

3.3. Taxes - All applicable taxes (airport taxes, sales taxes, duties and other taxes) and fees will be billed for all Services.

3.4. Parts and Material - Locally procured materials and supplies required by Field Service Technician(s) while at the Customer's site will be charged at cost plus ten {10%).

3.5. Part sales will be quoted separately.

3.6. Miscellaneous Expense Expenses such as freight, passports, visas, inoculation and etc. required by Field Service Technician(s) to fulfill the Customer's requirements will be charged at cost plus ten percent {10%).

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$5,000,000 Each occurrence
$5,000,000 General aggregate
$5,000,000 Products/Completed Operations aggregate
$5,000,000 Personal Injury

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits; b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000} policy limit Bodily Injury by disease, one million dollars City of Santa Clara, dba Silicon Valley Power
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($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office {ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any selfinsurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten {10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten {10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty {30) days prior to the effective date of non-renewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

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1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:

EBIX Inc.

City of Santa Clara Electric Department
P .0. Box 100085 - S2 or
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
1 Ebix Way
John's Creek, GA 30097
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A-VI) or shall be an insurance company of equal financial City of Santa Clara, dba Silicon Valley Power
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stability that is approved by the City or its insurance compliance representatives.

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. TCT shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov, which shall be available to any interested party upon request. TCT is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774- 1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, TCT agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, TCT and all subcontractors shall be required to submit certified payroll records and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, City of Santa Clara, dba Silicon Valley Power
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retention and/or final payment.

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor" with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor''. Those who fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, TCT agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney's fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at TCT's address indicated for receipt of notices in this Agreement.

C. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to TCT until TCT has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a City of Santa Clara, dba Silicon Valley Power
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payment to TCT until all required documentation is submitted. Any payment by the City despite TCT's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT E -WORK AUTHORIZATION FORM
This Work Authorization Form is issued by the City of Santa Clara acting by and through its Electric Utility, Silicon Valley Power to the TCT. This Work Authorization Form shall constitute a binding legal contract between the Customer and TCT pursuant to the terms of the Agreement referenced in this Authorization. All services shall be provided using the terms and rates included in the Agreement. In the event of any inconsistency between this Work Authorization Form and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
Work Authorization No.: D Original
D First Revised
Contract No. D Second Revised
0 Othe•
Contractor Name/Address:

Agreement Name:

Expiration Date of Agreement:

Contractor's Project Manager: Name: Email:

City's Project Manager Name: Email:

Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Total Funds Available for Field and Depot Services and Parts Previously Authorized Funds
Available Funds
Maximum Compensation for this Work Authorization:

Sufficient funds are available in Account#:

Contractor Name [Print]:

Contractor Signature Date
City Project Manager (Print):

City Project Manager Signature Date
Authorized City Representative Name [Print]*:

Authorized City Representative Signature* Date
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
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PART B: SERVICES TO BE PERFORMED

1. REVISED WORK ORDER
0 No
D If yes, provide a brief description of the change(s).

2. SCOPE OF WORK TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the Terms and Conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.)

3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable
D Expenses are reimbursable in the maximum amount of:
c. D Payment Schedule:

D Monthly D Completion of Deliverable/Milestone D Completion of Work *Payment for on-site labor may not be paid in advance. On-site labor shall not be invoiced until completed and Customer will not make payment until certified payroll is approved. d. Payment Terms. Provide payment terms below or attach as a separate file.

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4. LIQUIDATED DAMAGES
D Liquidated Damages do not apply.

D Liquidated Damages apply as follows:

It is mutually agreed by Contractor and City that, in event completion of the Services to be provided by the Contractor under this Agreement is delayed beyond--------~ 20_, City will suffer damages and will incur other costs and expenses of a nature and amount which is difficult or impractical to determine. The Parties agree that by way of ascertaining and fixing the amount of damages, costs and expenses, and not by way of penalty, Contractor shall pay to City the sum of _______________ dollars($ _____ ~ per day in liquidated damages to a cap of ____ . Contractor agrees that City may deduct the amount of said unpaid damages from any money due or that may become due to Contractor under this Agreement.

Notwithstanding the foregoing both Parties understand and agree that no liquidated damages shall accrue for delivery delays due to any modification of the work scope, for delays caused by or attributable to the City, for delays caused by or attributable to third parties not under the direct control ofTCT or any force majeure event during the period of service of this Work Authorization.

Such liquidated damages shall be the City's sole and exclusive remedy for TCT's failure to meet the agreed delivery schedule.

5. ACCEPTANCE CERTIFICATE
D Acceptance Certificate not required.

D Acceptance Certificate required:

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT) EXHIBIT E-1- FINAL SYSTEM ACCEPTANCE CERTIFICATE
After the City is satisfied with all test results and resolutions, as specified herein, the City will initiate execution of the Final System Acceptance Certificate.

Customer Name: City of Santa Clara ("City")
Project Name:

This Final System Acceptance Certificate memorializes the occurrence of Acceptance of Scope of Work Performed under Work Order ___ between City and TCT.

Contractor and the City acknowledge that:

1. Contractor has completed all Deliverables promised under this Work Authorization.

2. The Project is accepted, and all punch list items generated during testing have been completed.

3. By acknowledging the Final Acceptance of the Project, the City agrees to pay any remaining and approved outstanding invoices to Contractor, including previously withheld retainage subject to acceptance of submitted Certified Payroll.

City of Santa Clara*
("Customer")
By:

Name:

Title:

Date:

TransCanada Turbines, Inc.
("TCT")
By:

Name:

Title:

Date:
* Authorized City Representatives include Electric Utility Assistant Director, Chief Electric Utility Operating Officer, Chief Electric Utility Officer
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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. (TCT)

EXHIBIT F

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

CONTRACTOR:

DATE:
(Date the notice is sent must be consistent with the time for exercise set forth in Agreement) Pursuant to Section_ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

I OPTION NO. #of#

NEW OPTION TERM
I }legin date:

End date:
0 CHANGES IN RATE OF COMPENSATION
I Percentage change in CPI upon which adjustment is based:

Pursuant to Section_ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary) I MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

Approved as to Form:

BRIAN DOYLE
City Attorney
City of Santa Clara, dba Silicon Valley Power
Agreement for Services/TransCanada Turbines (TCT)
Dated:

DEANNAJ. SANTANA
City Manager
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

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DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER AGREEMENT between the
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EXHIBITG

ETHICAL STANDARDS
Termination of Agreement for Certain Acts.

A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:

1. If a Contractor' does any of the following:
a. Is convicted' of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty.3 c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (1) obtaining; (2) attempting to obtain; or (3) performing a public contract or subcontract;
d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City Contractor or subcontractor; and/or,
e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.

2. If fraudulent, criminal, or other seriously improper conduct of any officer, director, shareholder, partner, employee, or other individual associated with the Contractor can be 1 For purposes of this Agreement, the word "Contractor" (whether a person or a legal entity) means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere within the past five (5) years. 3 As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.

City of Santa Clara, dba Silicon Valley Power
Agreement for Services/TransCanada Turbines (TCT)

Page 37 of 39 ends

imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval, or acquiescence.

B. The City may also terminate this Agreement in the event any one or more of the following occurs:

1. If the City determines that Contractor no longer has the financial capability' or business experience5 to perform the terms of, or operate under, this Agreement; or

2. If the City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required state issued license, failure to obtain a City business license (if applicable), or failure to purchase and maintain bonds and/or insurance policies required under this Agreement.

C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process, or a contract is terminated pursuant to the these provisions, Contractor may appeal the City action to the City Council by filing a written request with the City Clerk to have the matter heard within ten (10} days of the notice given by the City. The matter will be heard within thirty (30} days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal. The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code [11 U.S.C.], as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
5 Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.

City of Santa Clara, dba Silicon Valley Power
Agreement for Services/TransCanada Turbines (TCT)

Page 38 of 39 ends

DEPOT SERVICES, FIELD SUPPORT, AND PART{S) SUPPLY MASTER AGREEMENT between the
CITY OF SANTA CLARA, CALIFORNIA AND TRANSCANADA TURBINES, INC. {TCT)

EXHIBIT H

AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS
I, Sharmilla Tymchen, being first duly sworn, depose and state I am the Assistant Secretary of TransCanada Turbines, Inc. and I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit G. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.

Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.

The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.

TransCanada Turbines Inc. (TCT)
A Nevada corporation
BEFORE ME, the undersigned authority, personally appeared Sharmilla Tymchen, known to me to be the Assistant Secretary for TransCanada Turbines Inc., a corporation duly organized and existing under the laws of the State of Nevada and before me she executed the foregoing document in her capacity as Assistant Secretary for TransCanada Turbines Inc.

Notar or the Province of Alberta
Daniel J.B. Simonelli
Barrister and Solicitor
My Commission Expires at the Pleasure of

HER MAJESTY THE QUEEN
City of Santa Clara, dba Silicon Valley Power
Agreement for Services/TransCanada Turbines {TCT)
Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182 Ebix Insurance No. S200001821
AMENDMENT NO. 1
TO THE

DEPOT SERVICES, FIELD SUPPORT, AND PART(S) SUPPLY MASTER

AGREEMENT
NO. CIT012-21-MSA-6LM-04-C

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
TRANSCANADA TURBINES INC.

PREAMBLE
This amendment to the Depot Services, Field Support and Part(s) Supply Master Agreement ("Amendment No. 1 ") is entered into between the City of Santa Clara, California, a chartered California municipal corporation ("Customer'') and TransCanada Turbines Inc., a Nevada corporation, ("TCT"). Customer and TCT may be referred to individually as a "Party" or collectively as the "Parties".

RECITALS
A. The Parties previously entered into an agreement entitled "Depot Services, Field Support, and Part(s) Supply Master Agreement" dated April 6, 2021 ("Agreement") for the purpose of having TCT provide depot support services, field support services, and part(s) supply on an as-requested basis; and B. The Parties now wish to amend the Agreement to extend the term, make other various modifications, and update Exhibit B - Schedule of Fees and Payment Provisions.

NOW, THEREFORE, the Parties agree as follows:

AMENDMENT TERMS AND CONDITIONS

1. The address of TCT on the cover page of the Agreement is amended to:

TransCanada Turbines Inc.
23102 Tomball Pkwy
Tomball, TX, USA 77375

2. Section 1.1.1 of the Agreement is amended to read as follows:
"Agreement" shall mean this Agreement and any amendments executed between the Parties.

Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 1 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182

3. Section 1.1.8 of the Agreement shall be amended to state as follows: "lncoterms 2020" means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication, "lncoterms" 2020 Revision, as amended from time to time.

4. Section 1.1.18 of the Agreement is amended to read as follows:
"Services" means all Depot Services, Field Support Services and Parts Supply to be carried out and/or performed by TCT pursuant to the Agreement.

5. Section 1.1.19 of the Agreement is amended to read as follows:
"'TCT' means TransCanada Turbines Inc. It is acknowledged and agreed by the Parties that TCT may subcontract to its parent company to have TransCanada Turbines Ltd perform certain repair and/or overhaul Services, provided that TCT is fully responsible for the acts and omissions of TransCanada Turbines LTD.

Purchase Orders will only be issued to TransCanada Turbines Inc."

6. Section 8.1 of the Agreement is hereby amended to read as follows:
"Customer will process payment in USO within 30 days from invoice receipt from TCT; provided there are no discrepancies or deficiencies in the submitted invoice. Payment shall be made through a bank specified by TCT at the remittance location specified on TCT's invoice".

7. Section 8.6 of the Agreement is hereby amended to read as follows:
"Repair and Overhaul Services: TCT shall include the applicable Purchase Order details in the invoice and submit for Repair and Overhaul Services."

8. Section 10.1 of the Agreement is hereby amended to read as follows:
"Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by another amendment to this Agreement, the term of this Agreement shall begin on April 6, 2021 and terminate on April 5, 2027. The Parties may agree by written amendment to this Agreement to extend the term for up to four (4) additional one-year terms."

9. Section 10.2 of the Agreement is hereby deleted in its entirety.

10. Section 11.5 of the Agreement is hereby amended to read as follows:
"If there are any disputed charges on the invoice, Customer shall pay TCT any undisputed amount within thirty (30) days after invoice receipt. Customer shall have 10 (ten) business days from invoice receipt to notify TCT in writing of any invoice discrepancies. If after 10 (ten) business days from the invoice receipt Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 2 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182 TCT has not been notified in writing of an invoice discrepancy, the invoice shall be deemed accepted by Customer''

11. Exhibit B of the Agreement, entitled "Fee Schedule", is deleted and replaced with Exhibit B Compensation and Fee Schedule, attached hereto and incorporated into the Agreement. Exhibit B shall be subject to annual adjustments as agreed between the Parties.

12. Except as set forth in this Amendment No. 1, all other terms and conditions of the Agreement shall remain in full force and effect. In case of a conflict in the terms of the Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.

The Effective Date of this Amendment No. 1 is the date of City's execution of this amendment.
(SIGNATURES ON NEXT PAGE)
Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 3 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182 The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
5/27/2026 I 1 : 17 PM PDT
Approved as to Form: Dated:

C£~~GINS - \rfi.1N'Eff3G'RQGAN
City Attorney City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
"CUSTOMER"
TRANSCANADA TURBINES INC.(TCT)
a Nevada corporation
5/19/2026 I 8:11 AM PDT
Dated: ~ igned by:

By (Signature): S~_1_·1k~t-~Wt~&,w., _________ _
Name: emnfl:ta471i"ymchen
Title: Corporate Secretary
Principal Place
of Business 23102 Tomball Pkwy
Address: Tomball, TX, USA 77375
Email Address: Sharmilla [email protected]
Telephone: (403) 420-4234
Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 4 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182 Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 5 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182

1. Rates

EXHIBIT B

COMPENSATION AND FEE SCHEDULE

1.1. TCT shall provide Services based on the time and materials rates specified in this Exhibit B or the firm fixed price specified in each Purchase Order as agreed by the Parties.

1.2. Definitions:

1.2.1. Overtime - TCT may charge overtime for any Service for time worked over eight (8) hours. TCT may charge the overtime rate on all Services required on weekends and established holidays.

1.2.2. Minimum Charges-TCT may apply a minimum charge of four (4) hours straight time plus expenses (subject to the provisions of Section 3 below) for any Service in the United States of America (USA).

1.2.3. Standby Charges - Standby charges will apply when Field Service Technician(s) arrive on site and are requested or required by the Customer to wait. In the event that the standby charge results in an increase in cost, TCT shall follow the process in Section 3 of the Agreement. TCT may assess a standby charge as follows:

1.2.3.1. Domestic Standby Charges: A maximum of eight (8) hours per day for each weekday.

1.2.3.2. Domestic Overtime Standby Charges: A maximum of eight (8) hours overtime per day for Saturdays, Sundays, and
established holidays.

1.2.4. Holiday rates apply on the following holidays: New Year's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving, Day after Thanksgiving, Christmas Eve, Christmas Day.

2. Rate Changes.

2.1.1. Rate Increase. Rate increases may be negotiated no more than once annually. TCT shall notify the Customer forty-five (45) days in advance of any proposed rate increase. Any rate increases are subject to approval by the Customer and must be substantiated by TCT to the satisfaction of the Customer.

Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19

Page 6 of 10 ends

Docusign Envelope ID: 8DAE6D12-6862-88A8-80FB-3C61D09DF182

2.1.2. Rate Changes. Rate changes other than rate increases such as, but not limited to, addition of labor classifications shall be negotiated and authorized pursuant to this section in advance of performing Services for which rates are applicable.

2.1.3. All TCT Depot and Field Service labor rate adjustments must be approved by both Parties and documented by an amendment to this Agreement. References to alternate rates in quotes or Proposals that have not been separately authorized pursuant to this section are not approved unless agreed by the Parties in writing.

2. Reimbursable Expenses. Any and all reimbursable expenses related to a Purchase Order shall be described in TCT's Proposal or work scope document as set forth in Section 3 of the Agreement and accounted for in the total cost for each Proposal, and Purchase Order. Expenses shall be reimbursable only to the extent that (1) TCT submits sufficient documentation to Customer that the expenses were directly incurred in providing the required Services, (2) TCT demonstrates that such expenses aren't included in the hourly rate where applicable, (3) such expenses were approved in advance pursuant to Section 3 of the Agreement (4) TCT submits receipts, invoices, or other supporting documentation demonstrating that such reimbursable costs were incurred, and (5) any markup conforms with the Reimbursable Expense Schedule below.

Reimbursable Expense Schedule

1. The cost of mailing, shipping and/or delivery of any documents or materials.

2. The cost of photographing, printing, reproducing
and/or copying any documents or materials.

3. Charges for outside parts (other than GE list parts), materials, equipment, and services (including
subcontractor fees, equipment, rental equipment,
materials, and facilities not furnished directly by
TCT).

4. TCT may charge allowable mileage at the prevailing
IRS rate per mile unless otherwise agreed by the
Parties. Mileage is not applicable to rental cars.

Rental cars are reimbursed at actual fuel cost only.

Amendment No. 1 to Agreement/TransCanada Turbines Inc.

Rev. 10/25/19
Mark Up
No Markup
No Markup
Not to Exceed 10%
Not to Exceed 10%

Page 7 of 10 ends

City Council and Authorities ConcurrentAugust 18, 2026

City Council and Authorities Concurrent
August 18, 2026