Contract - aeepr.com · 35% - spare parts are deliver at ge shop in richmond. 45% - all components assembled, repair as per this proposal scope and ready to ship to prepa. 10% - final

Cuenta Núm.: 01-1071-31301-555-3422019-P00143-

Contract

PUERTO RICO ELECTRIC POWER AUTHORITY

Mail Invoice To:

AUTORIDAD DE ENERGIA ELECTRICA

DIVISION DE TESORERIA

P.O. BOX 70253

SAN JUAN PR 00936-8253

Please Direct Inquiries to:

YADIRA L. LUGO -CORDERO

[email protected]

Title: PROCUREMENT SUPV

Phone: (787) 521-3235Fax .

Ext:

Vendor:

Contract: 00084 023

Release :

Executed: 06/28/2019

Printed : 06/28/2019

Page 1

CARIBE GE INTERNATIONAL ENERGY

EL MUNDO OFFICE BLDG 383

FD ROOSEVELT AVE SUITE 205

SAN JUAN PR 00918

Work Location:

JEFE SUB DIVISION SERV TECNICO

NEOM 505

CARR. NUM. 1, KM 15.1

C. SAN ROBERTO FINAL

MONACILLOS PR 00926

Title: REHAB ROTORES HP, IP Y RUEDA DE IMPULSO TURBOGENERADORES AGUIRRE

Total Value $2,883,910.00 USD

Pricing Method.: LUMP SUM.

Contract Type SERVICES

Project

ignature

f 1,5ief r(720er.Printed Name/Title--1` 7)51--11?-(410

PhoneDate Signed

S.S. 660-60-4910

ORDEN DE SERVICIO

Scope of Work

** NOT TO EXCEED **

Start Date: 06/26/2019End Date : 06/30/2020

Date Signed Phone

S.S. 660-43-3747


REQ. 195320

Contract: 00084023

Release :


Printed : 06/28/2019

Page 2

HP / IP ROTOR & IMPULSE WHEEL REHABILITATION -- AGUIRRE STEAM PLANT

SE ADJUDICA ESTA ORDEN DE ACUERDO A LA PROPUESTA NEGOCIADA CON LA COMPANIA

CARIBE GE INTERNATIONAL ENERGY, NUM. 1197795 REV 5 DEL 18 DE JUNIO DE

2019, Y LOS TERMINOS Y CONDICIONES, SEGUN NEGOCIADOS.

SE REQUIERE AL CONTRATISTA UN CERTIFICADO DE SEGURO FIRMADO POR UN

REPRESENTANTE AUTORIZADO DE UNA COMPAÑÍA EN PUERTO RICO QUE DESCRIBA LAS

SIGUIENTES CUBIERTAS, EN ORIGINAL:

A) SEGURO PARA TRANSPORTE DE CARGA POR TIERRA "INLAND MARINE" Y MARÍTIMA"OCEAN CARGO"

1) LIMITE IGUAL AL COSTO DE REEMPLAZO DEL EQUIPO, PARTES, MIENTRAS SEA

TRANSPORTADO. ESTE SERÁ POR OCURRENCIA.

B) FIANZA DE EJECUCIÓN DEL 30% DEL TOTAL DE LA ORDEN.

INFORMACION DE PERSONA CONTACTO:

ING. JOSE M. CRUZ PEREZ

TEL, 787-521-5179

E-MAIL: [email protected]

DESGLOSE DE COSTOS:

INCLUIDOS EN LA PROPUESTA COMO ANEJO A ESTE CONTRATO.

PAYMENT TERMS:

10% - DOWN -PAYMENT UPON ACKNOWLEDGEMENT OF THE ORDER BY GE.

35% - SPARE PARTS ARE DELIVER AT GE SHOP IN RICHMOND.

45% - ALL COMPONENTS ASSEMBLED, REPAIR AS PER THIS PROPOSAL SCOPE AND

READY TO SHIP TO PREPA.

10% - FINAL DELIVERY OF REPAIRED COMPONENTS IN PUERTO RICO, DAP, INCOTERMS

2010.

ALCANCE DE TRABAJO:

LOS TRABAJOS A SER REALIZADOS CONTEMPLAN REMPLAZAR LA RUEDA DE IMPULSO,

REPARAR E INSTALAR ALABES NUEVOS Y BALANCEAR EL ROTOR DE ALTA PRESIÓN,

REPARACIONES A LA CARCASA INTERNA DE LAS ETAPAS DE ALTA PRESIÓN E

INTERMEDIA, Y REPARAR Y BALANCEAR EL ROTOR DE INTERMEDIA.

WITNESSETH


Contract: 00084 023

Release :


Printed : 06/28/2019

Page 3

WHEREAS, PREPA, by virtue of its enabling act (Act No. 83), has the

authority to engage those professional, technical, and consulting services

necessary and convenient to the activities, programs, and operations of

PREPA;

WHEREAS, Pursuant to Section 205(2) (e) of Act No. 83 competitive bidding

shall not be necessary when prices are noncompetitive because there is

only one source of supply or they are regulated by law.

WHEREAS, the Contractor states that it is ready, willing, and able to

provide the Services described herein pursuant to the terms and conditions

set forth herein.

IN CONSIDERATION of the mutual covenants hereinafter stated, the Parties

agree themselves, their personal representatives, successors, and

assignees, as follows:

TERMS AND CONDITIONS

I. TYPE OF CONTRACT

A. Scope of Services and approvals.

1. The Contractor will perform the services provided in the Proposal

1197795 Rev. 5 (the "Services").

2. PREPA represents and guarantees and it has all approvals to enter into

this Contract and to grant this direct contracting in accordance with the

applicable public procurement laws and regulations.

B. Additional Provisions Regarding the Services

1. Any and all changes and/or modifications to the scope of the Servicesshall be in writing and must be signed by both Parties.

2. The Contractor represents that it has or shall obtain, or cause to be

obtained, all personnel necessary to undertake and provide the Services

according to Contract specifications and scope of services as included in

the Proposal 1197795 Rev. 5.

3. The Contractor may not subcontract any of the Services that it has

committed to perform or provide pursuant to this Contract without the

prior written approval of the Chief Executive Officer of PREPA or any of

Contract: 00084023

Release :


Printed : 06/28/2019

Page . 4

his or her authorized representatives. Such consent to subcontract shall

not relieve the Contractor of its full responsibilities under this

Contract. Consent to the subcontracting of any part of the services shall

not be construed to be an approval of said subcontract or of any of its

terms but shall operate only as an approval of the Contractor's requestfor execute a contract with its chosen subcontractor (hereinafter a

"Subcontractor"). The Contractor shall be responsible for all services

performed by the Subcontractor and all such services shall conform to the

provisions of this Contract. The Parties agree that the subcontracting to

Affiliates of Contractor is authorized and does not require prior

approval.

II. DEFINITIONS

Whenever the words defined ín this article or pronouns used instead are

mentioned in this Contract, they shall have the meanings here given:

1. Affiliate: shall mean, with respect to Contractor, any other entity

(including without limitation any corporation, limited liability company,

association or trust) which is a wholly -owned subsidiary of the General

Electric Company.

2. Conflict of Interest: shall have the meaning ascribed to it in the

Anti -corruption Code for the New Puerto Rico, No. 2-2018 (the "Puerto Rico

Anti -corruption Code"), Section 3.1(b).

3. Contractor: designates the company that will perform all work as

defined in Articles I.A Scope of Services and I_B Additional Provisions

Regarding the Services, of this Contract and the Special Conditions and

Specifications contained in it.

4. Contracting Officer: shall mean the chief executive officer/executive

director of PREPA, acting directly or through his properly authorized

representatives.

5. Engineer: shall mean the PREPA's Director of Generation, acting

directly or through his properly authorized representatives.

6. Final Acceptance: shall mean the written approval by PREPA that the

entire work has been completed.

7. Services: shall mean the work, services and labor, including but not

limited to any technical advisory services, craft labor, repair services

and/or training services, required to be provided by Contractor in

accordance with Proposal 1197795 Rev. 5.


Contract: 000 84023

RaleaseExecuted: 06/28/2019

Printed : 06/28/2019

Page 5

8. Special Conditions: are all special requirements, regulations and/or

directions covering conditions peculiar to a particular service.

9. Subcontractor: shall mean any subcontractor, supplier, or vendor of

Contractor engaged for the purposes of progressing the work under a

subcontract with the Contractor and in which the Contractor has no equity

interest or profit-sharing affiliation. Any such entity in which the

Contractor owns equity or has a profit-sharing affiliation shall be

considered to be the Contractor. Contractor shall comply with requirements

set herein.

III. TERM OF CONTRACT; TERMINATION

A. Term

This Contract shall be -in effect from the date of its execution until June

30, 2019 (the "Contract Period"). The Contract may be extended, at the

exclusive option of PREPA and subject to Contractor prior acceptance, for

additional annual fiscal periods subject to the availability of funds. The

Contractor expressly recognizes that in the event that there are no funds

budgeted or provided for the payment of services contracted herein, PREPA

shall have the right to terminate the Contract, and the Contractor shall

have no right to be paid except for the services already performed and

rendered to PREPA plus the amounts provided in this Article III, clause

c) , (ii) .

The Parties acknowledge that PREPA is undergoing a transformation process,

and therefore, both Parties agree that in the eventuality of the execution

of a Partnership Contract, Sale Contract or any other PREPA Transaction.

(as these terms are defined in Act 120-2018), PREPA may sell, assign,

convey, transfer, pledge, mortgage, sublease, delegate, hypothecate, or

otherwise dispose (each, a "Transfer") any of its rights, title, or

interest in this Agreement as permitted by applicable law and at any time,

and without Contractor's consent or cost, expense or incremental liability

to PREPA, to any future operator of Puerto Rica's electric power -

transmission and distribution system or any of its affiliates, or to eny

governmental agency, body, public corporation or municipality of Puerto

Rico;- provided, that PREPA shall notify Contractor no later than thirty

(30) days before the effective date of any such Transfer.

The Contractor acknowledges that all his responsibilities and obligations

under the Contract, such as work to be performed and services to be

provided, etc., will continue in full force and effect until the

expiration of the thirty (30) day period.

Contract


V,5

B. Termination for Convenience

Contract: 00084023

Release :Executed: 06/28/2019

Printed : 06/28/2019

Page 6

Either party shall have the right to terminate this Contract for

convenience, at any moment, by providing the other party thirty (30) days

written notice by registered mail, return receipt requested, or overnight

express mail. If notice is given, this Contract shall terminate upon the

expiration of thirty (30) days and PREPA shall be obligated to pay all

fees and expenses incurred up to the day of effective termination, in

accordance with the terms of this Contract. The rights, duties and

responsibilities of the Parties shall continue in full force and effect

during the thirty (30) day notice period. Contractor shall have no further

right to compensation except for what has been accrued for services

rendered under this Contract until said date of effective termination plus

the amounts provided in this Article III, item c), (ii)

C. Termination for Cause

(i) PREPA shall have the right to terminate this Contract immediately in

the event of negligence, dereliction of duty, noncompliance, or material

breach by the Contractor, to the extent Contractor shall have failed,

within 30 days after receipt of the notice, to commence and diligently

pursue cure of the breach such negligence, dereliction of duty,

noncompliance, or material breach, or for any other reason described

elsewhere in this Contract as a basis for termination. In the event the

Contract is terminated by PREPA , PREPA shall be obligated to pay all fees

and expenses incurred up to the day of effective termination, in

accordance with the terms of this Contract. Also., If PREPA terminates the

Contract pursuant to this article, (i.a) Contractor shall reimburse PREPA

the difference between that portion of the Contract Price allocable to the

terminated scope and the actual amounts reasonably incurred by PREPA to

complete that scope, and (ii.a) PREPA shall pay to Contractor (a) the

portion of the Contract Price allocable to Products and/or Services

completed, , and (c) amounts for Services performed before the effective

date of termination. The amount due for Services shall be determined in

accordance with the milestone schedule (for completed milestones) and/or

rates set forth in the Contract (for work toward milestones not yet

achieved and where there is no milestone schedule), as applicable or,

where there are no milestones and/or rates in the Contract, at

Contractor's then -current standard time and material rates. Contractor

shall have no further right to compensation except for what has been

accrued for services rendered under this Contract until said date of

effective termination. The exercise of its right to terminate, cancel or

rescind the Contract shall not be understood as a waiver by PREPA to any

other remedy ít may have under this Contract or under the law for delays


Contract: 000 84023

Release ;


Printed : 06/28/2019

Page 7

or breach incurred by the Contractor in the performance of its obligations

under the Contract.

(ii) Contractor may suspend or terminate the Contract (or any affected

portion thereof) immediately for convenience or for cause if PREPA (i)

finds itself unable to fulfill its payment obligations, or (ii) materially

breaches the Contract, including, but not limited to, failure or delay in,

making any payment when due, or fulfilling any payment conditions. In this

case, PREPA shall pay to contractor (a) the portion of the Contract Price

allocable to Services completed, (b) lease fees incurred and clearly

defined in the Contractor's proposal 1197795 Rev. 5, and (c) amounts for

services performed before the effective date of termination. The amount

due for services shall be determined in accordance with the milestone

schedule (for completed milestones) and rates set forth in the

Contractor's Proposal No. 1197'795 Rev. 5 on June 18,2019. If this Contract

is so terminated by Contractor, PREPA shall pay to Contractor (a) the

portion of the Contract Price allocable to products and/or services

completed and (b) amounts for Services performed before the effective date

of termination.

IV. COMPENSATION AND PAYMENT

All invoices shall be subject to the Engineer's approval before being paid

and shall include all other documents required in the Special Conditions.

No invoices shall be accepted for evaluation without the required

documents,

A. As compensation for services rendered under this Contract, PREPA agrees

and Contractor accepts that the total amount to be paid under this

Contract shall not exceed $2,883,910.00 (the "Contract Amount"). This

amount is based on the proposal which is attached as an Annex A of this

Contract. However, nothing herein shall preclude the Parties from agreeing

to increase the Contract Amount. PREPA will only pay for services that are

evidenced by properly submitted invoice for services rendered.

Notwithstanding the foregoing, any increase to the Contract Amount shall

be evidenced ín writing and signed by both Parties. Contractor shall

promptly notify PREPA when the billing under the present Contract amounts

to seventy-five percent (75%) of the Contract Amount. Once this

notification has been issued, Contractor, in coordination with PREPA, will

ensure that no services will be rendered in excess of the Contract Amount,

except when a written amendment is agreed upon by both Parties.

B. In addition, Contractor shall present with each invoice a reasonably

itemized list of the remaining billable work that is in progress under the


Contract.

Contract: 00084023

Release :


Printed : 06/28/2019

Page 8

C. All payments performed under this Contract will be charged to PREPA's

budget account number 01-1071-31301-555-342.

D. Contractor shall submit invoices within the first thirty (30) days

following the period invoiced that will include a description of the

services rendered. Each invoice for services shall be itemized with a

reasonably detailed description of the work performed, the purpose of the

task. Invoices must be duly certified by an authorized representative of

Contractor.

E. Payment is due within sixty (60) days of the receipt of the invoice

with all the supporting documents required. PREPA reserves the right to

conduct audits to verify time sheets, hours worked, performance of

Services and delivery of Products in order to validate the accuracy of the

amounts claimed in any invoice, provided that, this audit right shall not

include any right to review costs incurred by Contractor, except for those

costs for which Contractor is seeking direct reimbursement from PREPA.

F. Invoices must also include a written and signed certification stating

that no officer or employee of PREPA, and their respective subsidiaries or

affiliates, will personally derive or obtain any benefit or profit of any

kind from this Contract, with the acknowledgment that invoices that do not

include this certification will not be paid. This certification must read

as follows:

We certify under penalty of absolute nullity that no public servant of

PREPA is a party or has any interest in the benefit or profit product of

the Contract which is the basis of this invoice. If such benefit or profit

exists, the required waiver has been obtained prior to entering into the

Contract. The only consideration to be received ín exchange for the

delivery of Services provided is the agreed -upon price that has been

negotiated with an authorized representative of PREPA. The total amount

shown on this invoice is true and correct. The Services have been

rendered, and no payment has been received.

Contractor's Signature

G. Contractor shall submit bank account wiring instructions to PREPA on or

before submission of its first invoice in order to facilitate payment by

means of electronic transfer.

H. As required by Act 48-2013, as amended, PREPA will withhold a special

PUERTO RICO ELECTRIC POWER AUTHORITYi

Contract: 00084023

Release :


Printed : 06/28/2019

Page 9

contribution of one -point five percent (1.50) of the gross amounts paid

under this Contract.

I. In compliance with Executive Order 1991 OE- 24; and C.F.R. Part 404

et. seq., the Contractor will be responsible for rendering and paying the

Federal Social Security and Income Tax Contributions for any amount owed

as a result of the income, from this Contract.

J. PREPA shall deduct and withhold seven percent (10%) of any and all

payments to residents of the Commonwealth of Puerto Rico as required by

the Internal Revenue Code of Puerto Rico. In case of U.S. citizens and

non-U.S. citizens, which are nonresidents of the Commonwealth of Puerto

Rico, the Contractor will retain twenty percent (20%) and twenty-nine

percent (29%) respectively. PREPA will remit such withholdings to the

Government of Puerto Rico's Treasury Department (Departamento de Hacienda

de Puerto Rico). The Contractor will request PREPA not to make such

withholdings if, to the satisfaction of PREPA, the Contractor timely

provides a release from such obligation by the Government of Puerto Rico's

Treasury Department. 3 L.P.R.A. § 8611 et seq.

V. CONFLICTS OF INTEREST

A. To be best of its knowledge, Contractor acknowledges that in the

performance of Services pursuant to this Contract, it has an obligation to

comply with the applicable law, including but not limited to, the Conflict

of Interest provisions contained ín the Puerto Rico Anti -corruption Code,

Sections 3.2(h) and 3.2(n). This duty shall include the continued

obligation to disclose to PREPA any Conflicts of Interests identified

during the term of this Contract.

B. A Conflict of Interest by one of Contractor's partners, members,

directors, executives, officers, clerks or employees shall be attributed

to Contractor for purposes of this prohibition. Contractor shall endeavor

to avoid even the appearance of the existence of a conflict of interest

that has not otherwise been waived.

C. Contractor acknowledges the power of the Chief Executive Officer of

PREPA to oversee the enforcement of the prohibitions established herein.

If the Chief Executive Officer of PREPA determines the existence or the

emergence of conflict of interest with Contractor, he shall inform such

findings in writing and his intentions to terminate the Contract within a

fifteen (15) day term. Within such term, Contractor can request a meeting

with the Chief Executive Officer of PREPA to present its arguments

regarding the alleged conflict of interest. This meeting shall be granted

in every case. If such meeting is not requested within the specified term,


Contract: 00084023

ReleaseExecuted: Od/2$/2019

Printed : 06/22/2019

Page . 10

or if the controversy is not settled satisfactorily during the meeting,

this Contract shall be terminated at the end of said fifteen (15) day

period. Such termination shall be done according to the termination

conditions of Article III, c. of this Contract.

D. Contractor certifies that at the time of the execution of thisContract, to the best of it's knowledge, it does not have any Conflict of

Interest. If a Conflict of Interest arise after the execution of this

Contract, Contractor shall, to the extent consistent with its obligations

to other clients, notify PREPA immediately.

E. No employee, officer, or agent of PREPA shall participate in the

selection, or in the award or administration of a contract, supported by

federal funds, if a conflict of interest real or apparent would be

involved.

VI. RESPONSIBILITIES OF PREPA

PREPA shall use reasonable efforts to cooperate with the Contractor,

including by providing any information reasonably requested by Contractor

and providing access to any facility at which the Services are to be

performed at such times as may reasonably be requested by the Contractor.

VII. OWNERSHIP AND USE OF DOCUMENTS

A. Except for Contractor's working papers and subject to the

Confidentiality obligations provided herein, the Contractor acknowledges

PREPA shall have the right. to use all information, documents, reports,

papers, drawings and other similar materials (the "Deliverables") supplied

to PREPA under this Contract as strictly necessary to own, operate,

maintain, or repair the Products and/or Services supplied hereunder,

provided that, Intellectual Property Rights, if any, relating to the

Deliverables, are and shall remain the exclusive property of Contractor.

For purposes of this article, "Intellectual Property Rights" shall mean

means all patents, copyrights, trademarks, trade names, trade dress,

service marks, trade secrets, software, firmware, mask works, industrial

design rights, rights of priority, know-how, design flows, methodologies

and any and all other intellectual property rights protected under any

law.

B. Contractor shall defend and indemnify PREPA against any claim by a

non-affiliated third party (a "Claim") alleging that Products and/or

Services furnished under this Contract infringe a patent in effect in the

U.S., an EU member state (provided there is a corresponding patent issued

by the U.S. or an EU member state), or any copyright or trademark

PUERTO RICO ET.FCTRIC POWER AUTHORITY

Contract: 00084023


Printed : 06/28/2019

Page 11

registered in the country of the Site, provided that PREPA (a) promptly

notifies Contractor in writing of the Claim, (b) makes no admission of

liability and does not take any position adverse to Contractor, (e) gives

Contractor authority to control defense and settlement of the Claim, (d)

provides Contractor with full disclosure and reasonable assistance as

required to defend the Claim, and e) Contractor shall keep PREPA informed

at all times of the defense and settlement process over the Claim, andshall finally inform PREPA before agreeing to any Settlement.

B. Article VII, A shall not apply and Contractor shall have no obligation

or liability with respect to any Claim based upon (a) Products and/or

Services that have been modified, or revised, (b) the combination of any

Products and/or Services with other Products and/or services when such

combination is a basis of the alleged infringement, (c) failure of PREPA

to implement any update provided by Contractor that would have prevented

the Claim, (d) unauthorized use of Products and/or Services,. or (e)

Products and/or Services made or performed to PREPA's specifications.

C. Should any Product and/or Service, or any portion thereof, become the

subject of a Claim, Contractor may at its option (a) procure for PREPA the

right to continue using the Product and/or Service, or applicable portion

thereof, (b) modify or replace it ín whole or in part to make it

non -infringing, or (c) failing (a) or (b), take back infringing Products

and/or discontinue infringing Services and refund the price received by

Contractor attributAhle to the infringing Products and/or Services.

D This Article VII states Contractor's exclusive liability for

intellectual property infringement by Products and/or Services.

E. Each party shall retain ownership of all Confidential Information and

intellectual property it had prior to the Contract. All rights ín and to

software not expressly granted to PREPA are reserved by Contractor. All

new intellectual property conceived or created by Contractor ín the

performance of this Contract, whether alone or with any contribution from

PREPA, shall be owned exclusively by Contractor. PREPA agrees to deliver

assignment documentation as necessary to achieve that result.

E. PREPA will not itself, and will not allow any party (including PREPA

Affiliates) to: (i) reverse engineer Products or Services (including any

Contractor monitoring or data analysis by Contractor), (ii) prepare

derivative works from, alter, modify, disassemble, reverse engineer,

reverse assemble, de -compile, or otherwise attempt to reconstruct,

discover or derive the object or source code of any software licensed to

PREPA by Contractor under this Contract (including any third party

software); (iii) permit or otherwise grant any third -party access to


Contract: 00084023Release :

Executed: 0 6/ 28 / 2019

Printed : 06/28/2019

Page 12

Products, Services or software for such purpose, even if such third party

ís performing any corrections, bug fixes and updates.

G. Products furnished by Contractor under this Contract shall not be

installed, used, or made available for use in any equipment other than the

equipment specified in the Contract at PREPA's Site. PREPA warrants that

such equipment, and the Site, is under its ownership and control, and

agrees to inform Contractor forthwith should this cease to be the case at

any time before expiry of the Warranty Period.

H. PREPA agrees to pass on the restrictions and obligations under Article

VII, Sections F and G above to any affiliates or third parties who have

obtained or may obtain access to the Products or Services and shall be

fully liable for any breach of this Article VII by its affiliates or third

parties, as if it had committed such breach itself.

VIII. NON -DISCLOSURE AND CONFIDENTIALITY

A. Contractor and PREPA (as to information disclosed, the "Disclosing

Party") may each provide the other party (as to information received, the

"Receiving Party") with Confidential Information in connection with this

Contract. "Confidential Information" means information that is designated

in writing as "confidential" or "proprietary" by Disclosing Party at the

time of written disclosure. In addition, prices for Products and/or

Services shall be considered Contractor's Confidential Information.

B. Receiving Party agrees: (i) to use the Confidential Information only in

connection with the Contract and use of Products and/or Services, (ii) to

take reasonable measures to prevent disclosure of the Confidential

Information to third parties, and (iii) not to disclose the Confidential

Information to a competitor of Disclosing Party. Notwithstanding these

restrictions, (a) Contractor may disclose Confidential Information to its

affiliates and subcontractors in connection with performance of the

Contract, (b) a Receiving Party may disclose Confidential Information to

its auditors, (c) PREPA may disclose Confidential Information to lenders

as necessary for PREPA to secure or retain financing needed to perform its

obligations under the Contract, and (d) a Receiving Party may disclose

Confidential Information to any other third party with the prior written

permission of Disclosing Party, and in each case, only so long as the

Receiving Party obtains a non -disclosure commitment from any such

subcontractors, auditors, lenders or other permitted third party that

prohibits disclosure of the Confidential Information and provided further

that the Receiving Party remains responsible for any unauthorized use or

disclosure of the Confidential Information. Receiving Party shall upon

request return to Disclosing Party or destroy all copies of Confidential


Contract: 00084023

Release :

Executed: 06/28/2019.

Printed 06/2$/2019

Page 13

Information except to the extent that a specific provision of the Contract

entitles Receiving Party to retain an item of Confidential Information.

Contractor may also retain one archive copy of PREPA's Confidential

Information.

C. The obligations under this Article VIII shall not apply to any portionof the Confidential Information that: (i) is or becomes generally

available to the public other than as a result of disclosure by Receiving

Party, its representatives or its affiliates; (ii) is or becomes available

to Receiving Party on a non -confidential basis from a source other than

Disclosing Party when the source is not, to the best of Receiving Party's.

knowledge, subject to a confidentiality obligation to Disclosing Party;

(iíi) is independently developed by Receiving Party, its representatives

or affiliates, without reference to the Confidential Information; (iv) is

required to be disclosed by law or valid legal process provided that the

Receiving Party intending to make disclosure in response to such

requirements or process shall promptly notify the Disclosing Party in

advance of such disclosure and reasonably cooperate in attempts to

maintain the confidentiality of the Confidential Information.

D. Each Disclosing Party warrants that it has the right to disclose the

information that it discloses. Neither PREPA nor Contractor shall make any

public announcement about the Contract without prior written approval of

the other party. Article VI does not supersede any separate

confidentiality or nondisclosure agreement signed by the parties.

IX: TERMINATION BY THE CHIEF OF STAFF

Pursuant to Memorandum No. 2017-001, Circular Letter 141-17, of the Office

of the Chief of Staff of the Governor of Puerto Rico (Secretaría de la

Gobernación) and the Office of Management and Budget (Oficina de Gerencia

y Presupuesto - OGP), the Chief of Staff shall have the authority to

terminate this Contract at any time. If so directed by the Chief of

Staff, PREPA will terminate this Contract by delivering to the Contractor

a notice of termination specifying the extent to which the performance of

the work under this Contract ís terminated, and the effective date of

termination. Upon the effective date of termination, the Contractor shall

immediately discontinue all services affected and deliver to PREPA all

information, studies and other materials property of PREPA, In the event

of a termination by notice, PREPA shall be liable only for payment of

services rendered up to and including the effective date of termination

plus the amounts provided in Article III, c), (ii).

X. INTERAGENCY SERVICES

Contract

PUERTO RICO -ELECTRIC POWER AUTHORITY

contract: 00084023

ReleaseExecuted: 06/28/2019

Printed : 06/28/2019

Page : 14

Both parties acknowledge and agree that the Services may be provided to

another entity of the Executive Branch which enters into an interagency

agreement with PREPA or by direct disposition of the Office of the Chief

of Staff. Such work will be performed under the same terms and conditions

in terms of hours of work and compensation set forth in this Contract. For

the purpose of this clause, the term "entity of the Executive Branch"

includes all agencies of the Government of Puerto Rico, as well as public

instrumentalities, public corporations.

XI. COMPLIANCE WITH THE COMMONWEALTH OF PUERTO RICO CONTRACTING

REQUIREMENTS

The Contractor will comply will all applicable Law, Regulations, or

Executive Orders that regulate the contracting process and requirements of

the Commonwealth of Puerto Rico.

A. Filing of Puerto Rico Income Tax Returns

In compliance with Executive Order Number 0E-1991-24 of June 18, 1991, the

Contractor hereby certifies that it has filed all the necessary and

required income tax returns to the Government of Puerto Rico for the last

five (5) years. As evidence thereof, Contractor has delivered to PREPA an

Income Tax Return Filing Certificate, issued by the Treasury Department of

Puerto Rico assuring that Contractor has filed his Income Tax Return for

the last five (5) tax years (Form SC 6088). The Contractor accepts and

acknowledges its responsibility for requiring and obtaining a similar

warranty and certification from each and every Contractor and

Subcontractor whose service the Contractor has secured in connection with

the services to be rendered under this Contract and shall forward evidence

to PREPA as to its compliance with this requirement.

B. Payment of Puerto Rico Income Taxes

In compliance with Executive Order Number 0E-1991-24 of June 18, 1991, the

Contractor, hereby certifies that it has complied and is current with the

payment of all income -taxes that are, or were due, to the Government of

Puerto Rico. As evidence thereof, Contractor has delivered to PREPA a

certification issued by the Treasury Department of Puerto Rico indicating

that Contractor does not owe taxes to the Commonwealth of Puerto Rico; or

is paying such taxes by an installment plan in full compliance with its

terms (Form SC 6096). During the term of this Contract, the Contractor

agrees to pay and/or to remain current with any repayment plan agreed to

by the Contractor with the Government of Puerto Rico. The Contractor

accepts and acknowledges its responsibility for requiring and obtaining a

similar warranty and certification from each Subcontractor whose service


contract: 0008 4023

Release :


Printed : 06/28/2019

Page 15

the Contractor has secured ín connection with the services to be rendered

under this Contract and shall forward evidence to PREPA as to its

compliance with this requirement.

C. Compliance with Requirements of the Department of Labor and Human

Resources of the Commonwealth of Puerto Rico

Pursuant to Executive Order Number 1992-52, dated August 28, 1992

amending 0E-1991-24, the Contractor certifies and warrants that it has

made all payments required for unemployment benefits, workmen's

compensation and social security for chauffeurs, whichever is applicable,

or that in lieu thereof, has subscribed a payment plan in connection with

any such unpaid items and is in full compliance with the terms thereof. As

evidence thereof, Contractor has delivered to PREPA:

1. A certification issued by the Bureau of Employment Security (Negociado

de Seguridad de Empleo) of the Puerto Rico Department of Labor and Human

Resources certifying that Contractor does not owe taxes regarding

Unemployment or Disability Insurance.

2. A certification issued by the Program. for Social Security for

Chauffeurs and Other Employees of the Puerto Rico Department of Labor and

Human Resources certifying that contractor has no debt with respect to

such program Income Tax Return Filing Certificate, issued by the Treasury

Department of Puerto Rico assuring that Contractor has filed his Income

Tax Return for the last five (5) tax years (Form SC 6088).

D. Real and Personal Property Taxes

Contractor hereby certifies and guarantees that it does not have any

current debt regarding property taxes that may be registered with the

Government of Puerto Rico's Municipal Tax Collection Center (Centro de

Recaudación de Ingresos Municipales ("CRIM")).

The Contractor further certifies to be current with the payment of any and

all property taxes that are or were due to the Government of Puerto Rico.

The Contractor shall provide:

1. A certification issued by the Municipal Revenues Collection Center

("MRCC"), assuring that Contractor does not owe any tax accruing during

the last five (5) years to such governmental agency with respect to

personal property; or negative Debt certification issued by the MRCC with

respect to personal property taxes and a sworn statement executed by

Contractor indicating that (i) its revenues are derived from the rendering

of professional services, (ii) during the last 5 years (or the time in

which it has been providing professional services) it has had no taxable

business or personal property on the 1st of January of each year, (iii)

that for such reasons it has not been required to file personal property

tax returns, as required under Article 6.03 of Act 83-1991, as amended and

Contract


Contract: 00084023

Release :


Printed : 06/28/2019

Page 16

(iv) that for such reason it does not have an electronic tax file in the

MRCC's electronic system.

2. All Concepts Debt Certification issued by the MRCC assuring that

Contractor does not owe any taxes to such governmental agency with respect

to real and personal property; or Negative certification issued by the

MRCC with respect to real property taxes.

E. Sales and Use Taxes

The Contractor has delivered to PREPA:

1. Certification issued by the Puerto Rico Treasury Department indicating

that Contractor does not owe Puerto Rico Sales and Use taxes to the

Commonwealth of Puerto Rico; or is paying such taxes by an installment

plan and is in full compliance with its terms.

2. Puerto Rico Sales and Use Tax Filing Certificate, issued by the

Treasury Department of Puerto Rico assuring that Contractor has filed hís

Puerto Rico Sales and Use Tax for the last sixty (60) contributory

periods.

3. A copy of Contractor's Certificate of Merchant's Registration issued by

the Treasury Department of Puerto Rico.

F. Contractors Not Engaged In Trade or Business In Puerto Rico

The Contractor has delivered to PREPA a sworn statement certifying that,

under penalty of perjury, Contractor does not have tax liability in Puerto

Rico and the execution of the agreement will not result in Contractor

being engaged in trade or business in Puerta Rico.

G. Puerto Rico Child Support Administration (ASUME)

Contractor hereby certifies that it is not duty bound to pay child

support, or if so, that Contractor is up to date or has a payment plan to

such effects. As evidence thereof, the Contractor has delivered to PREPA a

certification issued by the Puerto Rico Child Support Administration

(Administración Para El Sustento de Menores (ASUME) certifying that the

Contractor have any debt, outstanding debt, or legal procedures to collect

child support payments that may be registered with ASUME.

If any of the certifications listed in items A through G of this Article X

shows a debt, and Contractor has requested a review or adjustment of this

debt, Contractor hereby certifies that it has made such request at the

time of the Contract execution. If the requested review or adjustment is

denied and such determination is final, Contractor will provide,

immediately, to PREPA a proof of payment of this debt; otherwise,

Contractor accepts that the owed amount be offset by PREPA and retained at


the origin, deducted from the corresponding payments.

H. Organization Documents

Contract: 00084023

Release :


Printed : 06/28/2019

Page 17

The Contractor shall provide:

1. Good Standing Certificate issued by the Department of State of PuertoRico.

2. Certification of Incorporation, or Certification of Organization or

Certificate of Authorization to do business in Puerto Rico issued by the

Department of State of Puerto Rico.

I. Compliance with Act 1 of Governmental Ethics

The Contractor will certify compliance with Act 1-2012, as amended, known

as the Ethics Act of the Government of Puerto Rico, which stipulates that

no employee or executive of PREPA nor any member of his or her immediate

family (spouse, dependent children, or other members of his or her

household or any individual whose financial affairs are under the control

of the employee) shall have any direct or indirect pecuniary interest in

the services to be rendered under this Contract, except as may be

expressly authorized by the Governor of Puerto Rico in consultation with

the Secretary of Treasury and the Secretary of Justice of the Government.

3 L.P.R.A. § 8611 et seq.

J. Law 168-2000: Law for the Strengthening of the Family Support and

Livelihood of Elderly People

The Contractor will certify that if there is any Judicial or

Administrative Order demanding payment or any economic support regarding

Act 168-2000, as amended, the same is current and in all aspects in

compliance. Act 168-2000 "Law for the Strengthening of the Family Support

and Livelihood of Elderly People" in Spanish: "Ley para el Fortalecimiento

del Apoyo Familiar y Sustento de Personas de Edad Avanzada", 3 L.P.R.A.

§8611 et seq.

K. Law 127-2004: Contract Registration in the Controller's Office of

Puerto Rico Act.

Payment for Services under this Contract will not be made until this

Contract is properly registered in the Office of the Comptroller of the

Government of Puerto Rico pursuant to Law Number 18 of October 30, 1975,

as amended.

L. Prohibition with respect to execution by public officers: (3 L.P.R.A.

8615(c))


Contract* 00084023

Release :


Printed :

Page 1806/28/2019a

No public officer or employee authorized to contract on behalf of the

executive agency for which he/she works may execute a contract between the

agency for which he/she works and an entity or business in which he/she or

any member of his/her family unit has or has had direct or indirect

economic interest during the last four (4) years prior to his/her holding

office.

M. Prohibition with respect to contracting with officers or employees: (3

L.P.R.A. 8615(d))

No executive agency may execute a contract in which any of its officers or

employees or any member of their family units has or has had direct or

indirect economic interest -during the last four (4) years prior to their

holding office, unless the Governor gives authorization thereto with the

previous recommendation of the Secretary of the Treasury and the Secretary

of Justice.

N. Prohibition with respect to contracts with officers and employees of

other Government entities: (3 L.P.R.A. 8615(e))

No public officer or employee may be a party to or have any interest in

any profits or benefits produced by a contract with any other executive

agency or government dependency unless the Governor gives express

authorization thereto with previous recommendation from the Secretary of

the Treasury and the Secretary of Justice.

O. Prohibition with respect to evaluation and approval by public officers:

(3 L.P.R.A, 8615(f))

No public officer or employee who has the power to approve or authorize

contracts shall evaluate, consider, approve or authorize any contract

between an executive agency and an entity or business in which he/she or

any member of his/her family unit has or has had direct or indirect

economic interest during the last four (4) years prior to his/her holding

office.

P. Prohibition with respect to execution by public officers contracts with

former public officers: (3 L.P.R.A. 8615(h))

No executive agency shall execute contracts with or for the benefit of

persons who have been public officers or employees of said executive

agency until after two (2) years have elapsed from the time said person

has ceased working as such.


Q. Dispensation

Contract: 00084023


Printed : 06/28/2019

Page 19

Any and all necessary dispensations have been obtained from any government

entity and that said dispensations shall become part of the contracting

record.

R. Rules of Professional Ethics

The Contractor acknowledges and accepts that it is knowledgeable of the

rules of ethics of his or her profession and assumes responsibility for

his or her own actions.

S. Anti -Corruption Code for a New Puerto Rico

1. Contractor agrees to comply with the provisions of Act 2-2018, as the

same may be amended from time to time, which establishes the

Anti -Corruption Code for a new Puerto Rico.

2. The Contractor hereby certifies that it does not represent particular

interests in cases or matters that imply a conflict of interest, or of

public policy, between the executive agency and the particular interests

it represents.

3. Contractor shall furnish a sworn statement to the effect that neither

Contractor nor any president, vice president, executive director or any

member of a board of officials or board of directors, included in its

Bylaws has been convicted of or has pled guilty to any of the crimes

listed in Article 6.8 of Act 8-2017, as amended, known as the Act for the

Administration and Transformation of Human Resources in the Government of

Puerto Rico or any of the crimes included in Act 2-2018.

4. Contractor hereby certifies that it has not been convicted in Puerto

Rico or United States Federal court for under Articles 4.2, 4.3, or 5.7 of

Act 1-2012, as amended, known as the Organic Act of the Office of

Government Ethics of Puerto Rico, any of the crimes listed in Articles 250

through 266 of Act 146-2012, as amended, known as the Puerto Rico Penal

Code, any of the crimes typified in Act 2-2018, as amended, known as the

Anti -Corruption Code for a New Puerto Rico or any other felony that

involves misuse of public funds or property, including but not limited to

the crimes mentioned in Article 6.8 of Act 8-2017, as amended, known as

the Act for the Administration and Transformation of Human Resources in

the Government of Puerto Rico.

5. PREPA shall have the right to terminate the Contract in the event

Contractor is convicted in Puerto Rico or United States Federal court for

under Articles 4.2, 4.3, or 5.7 of Act 1-2012, ín connection with the

activities of this Contract as amended, known as the Organic Act of the

Office of Government Ethics of Puerto Rico, any of the crimes listed in

Articles 250 through 266 of Act 146-2012, as amended, known as the Puerto

Rico Penal Code, any of the crimes typified in Act 2-2018, as amended,


Contract: 00084023

Release :

Executed: 06/28/2019Printed : 06/28/2019

Page 20

known as the Anti -Corruption Code for a New Puerto Rico or any other

felony that involves misuse of public funds or property, including but not

limited to the crimes mentioned in Article 6.8 of Act 8-2017, as amended,

known as the Act for the Administration and Transformation of Human

Resources in the Government of Puerto Rico.

T. Provisions Required under Act 14-2004

Contractor agrees that articles extracted, produced, assembled, packaged

or distributed in Puerto Rico by enterprises with operations in Puerto

Rico, or distributed by agents established in Puerto Rico shall be used

when the service is rendered, provided that they are available.

U. Consequences of Non -Compliance

The Contractor expressly agrees that the conditions outlined throughout

this Article are essential requirements of this Contract. Consequently,

should any one of these representations, warranties or certifications in

connection with the Anti -Corruption Code for a New Puerto Rico be

incorrect, inaccurate or misleading, in whole or ín part, there shall be

sufficient cause for PREPA to render this Contract null and void, and the

Contractor shall be subject to the remedies set out in the Anti -Corruption

Code for a New Puerto Rico in the event of such termination. The

Contractor accepts and acknowledges its responsibility for requiring and

obtaining a similar warranty and certification from each and every

Contractor and Subcontractor whose service the Contractor has secured in

connection with the services to be rendered under this Contract and shall

forward evidence to PREPA as to its compliance with this requirement. If

any of the certifications listed in items A through F of this Section X

shows a debt, and Contractor has requested a review or adjustment of this

debt, Contractor hereby certifies that it has made such request at the

time of the Contract execution. If the requested review or adjustment is

denied and such determination is final, Contractor will provide,

immediately, to PREPA a proof of payment of this debt; otherwise,

Contractor accepts that the owed amount be offset by PREPA and retained at

the origin, deducted from the corresponding payments.

XII. INSURANCE

The Contractor shall secure and maintain in full force and effect during

the life of this Contract as provided herein, policies of insurance

covering all operations engaged in by the Contract as follows:

A. Commonwealth of Puerto Rico Workmen's Compensation Insurance


contract: 00084023

Release :


Printed 06/28/2019

Page 21

1. The Contractor shall provide Workmen's Compensation Insurance as

required by the Workmen's Compensation Act 45-1935 of the Commonwealth of

Puerto Rico. The Contractor shall also be responsible for compliance with

said Workmen's Compensation Act by all its subcontractors, agents, and

invitees, if any.

2. The Contractor shall furnish a certificate from the Puerto Rico

State Insurance Fund showing that all personnel employed in the work are

covered by the Workmen's Compensation Insurance, in accordance with this

Contract.

B. Employer's Liability Insurance

The Contractor shall provide Employer's Liability Insurance with a minimum

bodily injury limits of $1,.000,000 for each employee and $1,000,000 for

each accident covering against the liability imposed by Law upon the

Contractor as result of bodily injury, by accident or disease, including

death arising out of and in the course of employment, and outside of and

distinct from any claim under the Workmen's Compensation Act of the

Commonwealth of Puerto Rico.

C. Commercial General Liability Insurance

The Contractor shall provide a Commercial General Liability Insurance with

limits of $1,000,000 per occurrence and $1,000,000 aggregate.

D. Commercial Automobile Liability Insurance

The Contractor shall provide a Commercial Automobile Liability Insurance

with limits of $1,000,000 combined single limit covering all owned,

non -owned, and hired automobiles.

E. Professional Liability Insurance

The Contractor shall provide a Professional Liability Insurance with

limits of $1,000,000 per claim and $1,000,000 aggregate.

F. Requirements under the Policies

The Commercial General Liability and Commercial Automobile Liability

Insurance required under this Contract shall be endorsed to include:

1. As Additional Insured, naming Puerto Rico Electric Power Authority

(PREPA) Risk Management Office as additional insured but only to the

extent of the Contractor's indemnification obligations for third party

Contract: 00084023

Release :


Printed : 06/28/2019

Page 22

damages as stated under this Agreement.

Puerto Rico Electric Power Authority (PREPA) Risk Management Office

PO Box 364267

San Juan, Puerto Rico 00936-4267

2. A 30 -day cancellation or nonrenewable notice to be sent to the above

address.

3. An endorsement including this Contract under contractual liability

coverage and identifying it by number, date, and parties to the contract.

4. Waiver of subrogation in favor of Puerto Rico Electric Power Authority

(PREPA) "... along with a waiver of subrogation to Puerto Rico Electric

Power Authority (PREPA.)'s benefit to the extent protections are afforded

PREPA as an additional insured.

5. Breach of Warranties or Conditions: "The Breach of any of the

Warranties or Conditions in this policy by the Insured shall not prejudice

PREPA's rights under this policy."

G. Furnishing of Policies

All required policies of insurance shall be issued only by insurance

companies authorized to do business in Puerto Rico. The Contractor shall

furnish a certificate of insurance signed by an authorized representative

of the insurer in Puerto Rico, describing the coverage afforded.

XIII. NOTICES

All notices and other communications hereunder shall be in writing and

shall be deemed given when delivered personally or sent by telecopy, or

sent, postage prepaid, by registered, certified or express mail (return

receipt requested) or reputable overnight courier service and shall be

deemed given when so delivered by hand, or telecopied, orr if mailed, three

days after mailing (one business day in the case of express mail or

overnight courier service) to the parties at the following addresses:

If to Contractor:

Attn:

If to PREPA:


José F. Ortiz Vázquez

Chief Executive Officer

Puerto Rico Electric Power AuthorityPO Box 364267

San Juan, Puerto Rico 00936-4267

XIV. INDEPENDENT CONTRACTOR

Contract: 00084023

Release :


Printed : 06/28/2019

Page 23

The Contractor shall be considered as an independent contractor, for all

material purposes under this Contract, and all persons engaged or

contracted by Contractor for the performance of its obligations herein,

shall be considered as its employees or agents, and not as employees or

agents of PREPA. As an independent contractor, Contractor shall not be

entitled to any fringe benefits, such as, but not limited to vacation,

sick leave, and to which PREPA's employees are entitled.

XV. RESPONSIBILITY FOR DAMAGES

A. Except for claims for indemnification under Section F, which are not

limited, the total liability of the Contractor for all claims, whether a

claim is based in contract, warranty, indemnity, tort/extra contractual

liability (including negligence), strict liability or otherwise shall not

exceed the following:

Purchase Order Value or Contract Price (POV) Liability Limit

Less than 50,000 4 X applicable POV or $150,000 whichever is less

$50,000 - $200,000 3 X applicable POV or $400,000 whichever is less

$200,000 - $800,000 2 X applicable POV or $1,200,000 whichever is less

$800,000 - $1,500,000 1.5 X applicable POV or $2,000,000 whichever is

less

Greater than $1,500,000 1.0 X applicable POV or $2,000,000 whichever is

greater

B. DEFINITION OF CONTRACTOR UNDER THIS ARTICLE ON LIABILITIES:

For purposes of this article on "Liabilities", the term "Contractor" means

Contractor, its affiliates, subcontractors and suppliers of any tier, and

their respective employees.

C. INTENTION OF PARTIES TO HAVE THIS ARTICLE ON LIABILITIES APPLY IN ALL

CASES:


Contract: 00084023ReleaseExecuted: 06/28/2019Printed : 06/28/2019Page 24

This article shall apply whether a claim is based in contract, warranty,

indemnity, tort/extra-contractual liability (including negligence), strict

liability or otherwise and shall prevail over any conflicting terms. The

parties agree that their respective responsibilities for damages under

this Contract will be governed by the terms of this Contract and shall be

each Party's sole and exclusive remedies.

D. TERMINATION OF CONTRACTOR'S LIABILITY:

Contractor's liability shall terminate upon the expiration of the

applicable warranty period, provided that PREPA may enforce a claim that

accrued prior to that date by commencing an action, as applicable, under

the article on Disputes, before the expiration of the applicable statute

of limitations but not later than one (5) year after the expiration of the

warranty period.

This clause does not place a limit or restriction on the indemnity

obligations of Contractor with respect to third party personal injury or

death claims or third -party property damages claims as defined under the

Indemnity clause.

.E. Indirect or Consequential Damages NOT COVERED:

The Contractor shall not be liable or responsible for any loss of profits

or any special, indirect, incidental or consequential damages, loss of

profits or revenue, loss of business, loss or costs because of a plant

shutdown, downtime costs, cost of capital, claims of customers of PREPA,

or costs of replacement power, or any other such special, indirect,

incidental or consequential types of damages that may be claimed in

relation to the work performed, under any legal theory which may be

invoked for such claims or damages

F. Save and Hold Harmless (Indemnity for Third Party Claims):

The Contractor agrees to save and hold harmless and to indemnify PREPA for

all expenses and costs of any nature (including attorneys' fees) incurred

by PREPA arising out of any claims made by any third party for personal

injuries, including death, or for physical damage to third party property,

caused by the Contractor or any of its subcontractors, to the extent of

Contractor's or subcontractors negligence in the performance or

nonperformance of its obligations under the Contract. For purposes of

Contractor's indemnity responsibility under this article, no portion of

the unit(s) where the Services are provided or the parts furnished by

Contractor are installed, facility where the Services are provided or the

Contract

PUERTO RICO EUECTRIC POWER AUTHORITY

Contract: 00084023

Release :


Printed : 06/28/2019

Page 25

Products are installed or the site where the Services are provided or the

Products are installed is considered third party property.

PREPA agrees to save and hold harmless and to indemnify Contractor for all

expenses and costs of any nature (including attorneys' fees) incurred by

Contractor arising out of any claim made by any third party for personal

injuries, including death, or for physical damage to third party property,

caused by PREPA, to the extent of PREPA's negligence in the performance of

its obligations under the Contract.

G. Provision on the Operation of PREPA's Equipment

It is hereby provided that Contractor is NOT allowed to operate PREPA's

equipment at any time and that the Scope of Work does not provide for

Contractor to operate any of PREPA's equipment. Therefore, PREPA is

responsible for the operation of its own equipment at all times

PREPA represents and guarantees that it is the sole owner of the

equipment, site and facilities where the Services will be provided and

shall indemnify and hold Contractor harmless from any claim from other

current or future owner to the extent such claim exceeds the limitations

and exclusions of liability of this Contract.

E. Liability for Individual Contract

Neither Party shall incur any liability under this Master Agreement except

to extent arising out of an individual Contract under into under this

Master Agreement

XVI. CHOICE OF LAW AND VENUE

This Contract shall be governed by and construed in accordance with the

laws of the Commonwealth of Puerto Rico. Also, the Parties expressly agree

that only the State Court for the Commonwealth of Puerto Rico will be the

court of competent and exclusive jurisdiction to decide over the judicial

controversies that the appearing Parties may have among them regarding the

terms and conditions of this Contract.

XVII. DISPUTES

All disputes concerning questions of fact arising under this Contract

shall be decided by PREPA's Generation Director within 10 days from the

submission of the dispute by Contractor, subject to written appeal by

s

Contract


Contract: 00084023

Release :


Printed : 06/28/2019

Page 26

Contractor to the Executive Director within thirty (30) days. Within 10

days thereafter, the Executive Director shall infoLm each party hereto of

his decision regarding the dispute. Contractor, at its option, may elect

to accept such decision or pursue remedies at law or equity.

In the event of a dispute arising during the warranty period, Contractor

shall ensure all obligations of Contractor under the agreement are duly

performed unless Customer is not performing its obligations as defined in

the Contract.

XVIII. SEVERABILITY

If a court of competent jurisdiction declares any of the Contract

provisions as null and void or invalid, such holding will not affect the

validity and effectiveness of the remaining provisions of this Contract

and the Parties agree to comply with their respective obligations under

such provisions not included in the judicial declaration.

XIX. CHANGE IN LAW

If during the term of this contract, Contractor presents evidence that the

change in law has caused a material increase in their cost to provide

services, the Parties, at the request of the Contractor, will meet to

discuss whether an increase in the contract amount is justified. If the

Parties are unable to agree on the applicable price increase, Contractor

shall not be obligated to continue to perform the affected scope until the

parties reach agreement. Any party, at its option, may elect to accept

such decision or pursue remedies at law or equity.

XX. FORCE MAJEURE

The Parties hereto shall be excused from performing hereunder and shall

not be liable in damages or otherwise, if and only to the extent that they

shall be unable to perform, or are prevented from performing by a force

majeure event. For purposes of this

Contract, force majeure means any event not caused by the fault or

negligence of, and beyond the reasonable control of, the party claiming

the occurrence of a force majeure event.

Force majeure may include, but not be limited to, the following: Acts of

God, industrial disturbances, acts of the public enemy, terrorism, war,

blockades, boycotts, riots, insurrections, epidemics, earthquakes, storms,

floods, civil disturbances, lockouts, fires, explosions, interruptions of

os


Contract: 00084023

ReleaseExecuted: 06/28/2019Printed : 06/28/2019Page 27

services due to the acts or failure to act of any governmental authority,

provided that these events, or any other claimed as a force majeure event,

and/or its effects, are beyond the reasonable control and without the

fault or negligence of the Party claiming the force majeure event, and

that such Party, within ten (10) business days after the occurrence of the

alleged force majeure event, gives the other Party written notice

describing the particulars of the occurrence and its estimated duration.

The burden of proof as to whether a force majeure event has occurred shall

be on the party claiming the force majeure event.

XXI. NOVATION

The Parties expressly agree that no amendment or change order, which could

be made to the Contract during its term, shall be understood as a

contractual novation, unless both Parties agree to the contrary,

specifically and in writing.

The previous provision shall be equally applicable in such other cases

where PREPA gives Contractor a time extension for the compliance of any of

its obligations under this Contract, or where PREPA dispenses the claim or

demand of any of its credits or rights under the Contract. Neither Party

can assign this Contract without the approval in writing of the other

Party, but Contractor is authorized to assign this Contract payment rights

to an Affiliate, without prior approval.

XXIII. COUNTERPARTS

This Contract may be executed in any number of counterparts, each of which

shall be deemed to be an original, but all of which together shall

constitute one and the same instrument.

XXIV. ENTIRE CONTRACT

Subject to any additional Federal or Commonwealth requirements not

specified herein, this Contract and its attachments, (and any executed

amendments to either), constitutes the entire Contract between the Parties

and supersedes all prior agreements and understandings, oral or written,

with respect to the subject matter hereof. This Contract will inure to the

benefit of, and be binding upon, the Parties and their respective

successors and assigns.

XXV. CORRELATION OF DOCUMENTS

In case of discrepancy or in the event of conflict among the order of

precedence of the Contract documents shall be


1. The Contract,

2. Special Conditions,

3. Technical Specifications,4. Proposal Foziits , and

5. the Contractors Bidding Proposal,

Contract: 00084023

Release :


Printed : 06/28/2019

Page 28

the terms of first stated document shall prevail over shall take

precedence in the order given. The terms and conditions contained in the

Contract shall prevail over any conflicting terms and conditions contained

in the Contractor's Bidding Proposal.

XXVI. WARRF1NTY

1. The Contractor warrants to PREPA that the Services shall be performed

in a competent, diligent manner in accordance with any mutually agreed

specifications. The foregoing warranty shall expire twelve (12) months

after the date of completion of the applicable Service.

2. If Services do not meet the above warranty, PREPA shall promptly notify

the Contractor in writing prior to expiration of the warranty period. The

Contractor shall re -perform defective Services. If despite the

Contractor's reasonable efforts, non -conforming Services cannot be

re -performed, the Contractor shall refund or credit monies paid by PREPA

for such non -conforming Services. Warranty repair, replacement or

re -performance by the Contractor shall not extend or renew the applicable

warranty period. PREPA shall obtain Contractor's agreement on the

specifications of any tests it plans to conduct to determine whether a

non-conformance exists.

3. PREPA will provide the necessary craft labor for any warranty work that

has to be performed in order to comply with the requirements established

under this clause. The Performance Bond shall cover and serve as guarantee

for this warranty. Upon expiration of the warranty period, the Performance

Bond shall expire.

4. The warranties and remedies are conditioned upon (a) PREPA keeping

accurate and complete records of operation and maintenance during the

warranty period and providing Contractor with access to those records,

(c) modification or repair of Services

Contractor in writing. Failure to meet

warranty null and void. The Contractor

and tear. This article provides the exclusive remedies for all claims

based on failure of or defect in products or services, regardless of when

the failure or defect arises, and whether a claim, however described, is

and

only as authorized by the

any such conditions renders the

is not responsible for normal wear.


Contract: 00084023

Release :


Printed : 06/28/2019

Page 29

based on contract, warranty, indemnity, tort/extra-contractual liability

(including negligence), strict liability or otherwise. The warranties

provided in this Article XXVI are exclusive and are in lieu of all other

warranties, conditions and guarantees whether written, oral, implied or

statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES.

XXVII. ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

1) PREPA shall maintain safe working conditions at the Site, including,

without limitation, 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 C'LOTO ") procedures including

physical LOTO or a mutually agreed upon alternative method.

OIL2) PREPA shall timely advise Contractor in writing of all applicable

Site -specific health, safety, security and environmental requirements and

procedures. Without limiting PREPA's responsibilities under Article XIII,

Contractor has the right but not the obligation to, from time to time,

review and inspect applicable health, safety, security and environmental

documentation, procedures and conditions at the Site.

3) If, in Contractor's reasonable opinion, the health, safety, or security

of personnel or the 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, The 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

Contract, and/or remotely perform or supervise work. Any such occurrence

shall be considered an excusable event. PREPA shall reasonably assist in

any such evacuation.

4) Operation of PREPA's equipment is the responsibility of PREPA. PREPA

shall not require or permit The Contractor's personnel to operate PREPA's

equipment at Site.

5) PREPA will make its Site medical facilities and resources available to

The Contractor personnel who need medical attention.

6) The Contractor has no responsibility or liability for the pre-existing

condition of PREPA's equipment or the Site. Prior to The Contractor

starting any work at Site, PREPA will provide documentation that

identifies the presence and condition of any Hazardous Materials existing

in or about PREPA's equipment or the Site that The Contractor may


Contract: 00084023

ReleaseExecuted: 06/28/2019

Printed : 06/28/2019

Page 30

encounter while performing under this Contract. PREPA shall disclose toThe Contractor industrial hygiene and environmental monitoring data

regarding conditions that may affect The Contractor's work or personnel at

the Site. PREPA shall keep The Cohtractor informed of changes in any suchconditions.

7) The Contractor shall notify PREPA íf The Contractor becomes aware of:

(i) conditions at the Site differing materially from those disclosed by

PREPA, or (ii) previously unknown physical conditions at Site differing

materially from those ordinarily encountered and generally recognized as

inherent in work of the character provided for ín the Contract. If any

such conditions cause an increase in The Contractor's cost of, or the time

required for, performance of any part of the work under the Contract, an

equitable adjustment in price and schedule shall be made.

8) If the Contractor encounters Hazardous Materials in PREPA's equipment

or at the Site that require special handling or disposal, The Contractor

is not obligated to continue work affected by the hazardous conditions. In

such an event, PREPA shall eliminate the hazardous conditions in

accordance with applicable laws and regulations so that The Contractor's

work under the Contract may safely proceed, and The Contractor shall be

entitled to an equitable adjustment of the price and schedule to

compensate for any increase in The Contractor's cost of, or time required

for, performance of any part of the work. PREPA shall properly store,

transport and dispose of all Hazardous Materials introduced, produced or

generated in the course of The Contractor's work at the Site.

9) PREPA shall indemnify The Contractor for any and all claims, damages,

losses, and expenses arising out of or relating to any Hazardous Materials

which are or were (i) present in or about PREPA's equipment or the Site

prior to the commencement of The Contractor's work, (ii) improperly

handled or disposed of by PREPA or PREPA's employees, agents, contractors

or subcontractors, or (iii) brought, generated, produced or released on

Site by parties other than The Contractor.

END TO TERMS & CONDITIONS

* * * End of Contract * * *

GE Power

HP/IP Rotor St Impulse WheelRehabilitationPUERTO RICO ELECTRIC POWER AUTHORITY

Site: AGUIRRE

Unit Serial: SY0016383

Prepared By: Caribe GE International Energy Services Corp.

Proposal: 1197795 Rev: 5

Proposal Date: June 18th , 2019


Proposal No: 1197795 Rev 5GE Proprietary Information page 1 of 22

To:

GE Power

PUERTO RICO ELECTRIC POWER

AUTHORITY

Salinas PR, 00693

Proposal: 1197795 Rev. 5

Serial Number: SY0016383

Attn: Alexis Cruz Date: Jun 10 , 2019

Telephone: 787-521-3904 Offering Type: Firm

Email: [email protected]

Caribe GE International Energy Services Corp. (hereafter referred to as "GE") is pleased to submit this proposalthrough the Power Services business of the General Electric Company to PUERTO RICO ELECTRIC POWERAUTHORITY, (hereafter referred to as "PREPA" for Spare HP Rotor Impulse Wheel Replacement.

GE is confident that this scope, as prepared and commented on by our technical staff is complete and contains allthe elements necessary to ensure a quality job, conducted in a timely manner, and at a reasonable cost. Whilereviewing our proposal, please consider the value that GE provides.

Thank you for the opportunity to provide these services to PUERTO RICO ELECTRIC POWER AUTHORITY.

If you have any questions, please do not hesitate to contact me.

Submitted by:

Name: Orlando Soto

Title: Senior Sales Manager

Address: 383 F.D. Roosevelt Avenue, Edif. Fundación Angel Ramos

Hato Rey. San Juan, PR 00918 USA

Telephone: (787) 999-6410

Fax: (787) 999-6400

Email: [email protected]


Proposal No: 1197795 rev 5

GE Proprietary Information page 2 of 22

GE Power

Proprietary Statement

This entire commercial and technical proposal 1197795 Rev. 5 and the correspondence and communicationsconcerning this proposal, collectively the "Proposal," developed by GE and provided to PREPA are the property ofGE.

This entire document is proprietary to GE and is furnished in confidence solely for use in considering the merits ofthe quotation and for no other direct or indirect use. By accepting this document from GE, the recipient agrees:

To use this document, and the information it contains, exclusively for the above stated purpose and toavoid use of the information for performance of the proposed work by the recipient or disclosure of theinformation to, and use by, competitors of GE on behalf of the recipient.To avoid publication or other unrestricted disclosure of this document or the information it contains.To make no copies of any part thereof without the prior written permission of GE.To return this document when it is no longer needed for the purpose for which furnished, or upon requestof GE.


Proposal No: 1197795 rev 5GE Proprietary Information page 3 of 22

GE Power

Power Services- A Message to PUERTO RICO ELECTRIC POWER

AUTHORITY

Our Vision

At Power Services, a business unit of General Electric Company, we are committed to meeting the present and futureservice needs of energy companies. Our customers deserve a digital -industrial partner that helps maximizeperformance, minimize risk, and consistently deliver high -quality service solutions.

Who We Are

Power Services is a market -focused, customer -driven organization providing services, upgrades, repairs, parts,multi -year agreements, operations and maintenance - as well as advanced digital solutions - for assets supplied byGE and other original equipment manufacturers (OEM's). With the largest power plant services portfolio in theindustry, our cross -fleet approach allows us to support more than 90 OEM brands of gas and steam turbines,generators, boilers and other balance -of -plant equipment. Customer service excellence is at the heart of ourbusiness. Power Services recognizes that our energy industry customers generate and use power in highlyengineered processes, thus reliability and productivity are paramount.

Our FieldCore Division differentiates us from our competitors. An organization backed by over 125 years ofexperience and reflects one main purpose - to deliver the highest standard of field services excellence and toadvance our customers' critical industrial assets. Our experienced field engineers are highly motivated anddedicated professionals. They provide our customers with proactive technical innovation, problem solving, andsound project management, and are backed by a highly skilled team of technical support engineers. Built from thefield up with talent, expertise and best practices, all our Field Engineers receive extensive training and are equippedwith digital tools and mobile devices that enable around -the -clock access to our product service department andpersonnel. PUERTO RICO ELECTRIC POWER AUTHORITY can depend on our Field Engineering expertise, 24 hours aday, 365 days a year.

GE's commitment to technical innovation has never been more exciting or demanding. Technical excellence is at theforefront of our mission to provide successful solutions for our customers. With next -generation tools, finely tunedprocesses, and total plant solutions, our goal is to deliver services faster, more reliably and with greater safety, soour customers can consistently deliver the outcomes their operations and stakeholders demand.

Our value to PUERTO RICO ELECTRIC POWER AUTHORITY as a digital -industrial service organization is measured by

our field services operating excellence, the innovation of our technical solutions and the customer outcomes wedeliver.



GE Power

Revision Summary

i F: 1-

Transport included from Richmond shop toPuerto Rico

..-?Wk.N #: ti 3 YvPr''' Y --

October 7th, 2018

3

Validity extension, Cycle update, Legal Entityupdate from GEto Caribe GE, budgetaryversion.

January 18th, 2019

4

Revision of costs, casing re -rounding processrevision. All blades in casing need to meremoved including sealing, additional spareblading are required.

t,,June 14', 2019

Commercial revision after negotiation meetingwith PREPA, on June 18, 2019

June 18th 2019




GE Power

Table of ContentsProprietary Statement 3

Power Services- A Message to PUERTO RICO ELECTRIC POWER AUTHORITY 4

Our Vision 4

Who We Are 4

Revision Summary 5

Section 1 - Scope Description 7

1.1 Services at GE Richmond Shop for Spare HP Rotor Impulse Wheel Replacement 7

1.2 Parts supply 8

1.3 Exclusions 8

1.1 Services at GE Richmond Shop: 9

1.1.1 HP Rotor Repairs and High -Speed Balance 9

1.1 Services at GE Richmond Shop 12

1.1.1 IP Rotor Repairs 12

Section 2 - Commercial Summary 142.1 Pricing 14

2.2 Pricing Basis 14

2.3 Proposal Validity 15

2.4 Payment Terms 15

2.5 Schedule 16

2.6 Delivery Term 16

2.7 Terms and Conditions 16

Section 3 - GE/Customer Responsibilities 17

3.1 Responsibilities 17

Section 4 -Terms and Conditions 18



GE Power

Section 1- Scope DescriptionA.) IMPULSE WHEEL

1.1 Services at GE Richmond Shop for Spare. HP Rotor Impulse Wheel Replacement

Unload rotor from truck from GE storage, shipping damage inspectionSetup on rollers, clean shaft endsQC incoming visual for shipping damageDestructively remove (6) rows of blades (R1-6)Incoming runout inspectionInvestigate shaft damage between R1 and radius, MT and hardness inspectionsMachine weld prep and inspections (hardness, MT and UT)Remove seals as required for impulse wheel installation

Gland TE (55)

Dummy Piston (48)Interstage between blade rows 1-6 (18)

Blast clean blade and seal groovesMT blade and seal groovesPrep, weld buildup and inspections (MT and UT) to accept new impulse wheelReceive, unload new impulse wheel for weldingPrep, weld on new impulse wheel, stress rotor, blast clean after stressPost stress inspections (run -out, hardness, MT and UT)Finish machine rotor impulse wheel and inspections (MT, UT shroud details)Final runout after machiningClean and inspectionWrap, pack and load on truck

Fig 1. Steam Turbine Cross Section



GE Power

1.1.3 Engineering Deliverables:

Raw material release for the forging and final machiningRotor rotor machined and rotor welded PRO's

Final rotor assembly PRO (for the impulse wheel only)

1.1.3 Excluded from Scope of Supply:

Site disassembly, installation and reassemblyAny parts beyond described scopeAny installation hardware unless notedAny modification of the parts unless notedProposal assumes that the rotor geometry will lend itself to weld prep configuration and tooling/fixturing.If the rotor geometry is not sufficient for the repair, then it will be contract extra to createtooling/fixturing and develop a new repair concept.

1.1.3 Cycle time:

The estimated cycle time for repairs on shop is 24 days after the receipt of the new impulse wheelon shop. GE requires 4 months in advance PO to schedule on shop slotting & resources.

1.2 Parts supplyThe following parts are included in this proposal and will be fitted on the equipment when performing the Servicesdescribed above at section 1.1.

1.3 Exclusions

Any asbestos abatement is excluded from this offer.Any site activity (such as disassembly, installation and commissioning) is not included in this offerRepairs or replacement of Customer's parts to be re -used, that are found to be defective during the works,are not included in this proposal. GE shall not be responsible for any defect or damage caused by poorquality, performance or efficiency of any such re -used parts.Any activity that does not fall into the above section 1.1 and 1.2 is not included in this offer and may beproposed as extra works (such as repair associated to fact finding) according its feasibility, availability ofresources and facility.Any storage is not included in this offer



GE Power

B.) SPARE HP COMPONENT REPAIRS, ROTOR HIGH SPEED BALANCE

AND HP BLOCK ASSEMBLY

1.1 Services at GE Richmond Shop:

1.1.1 HP Rotor Repairs and High -Speed Balance

Destructively remove all bladesMachine out remove all sealsMap and remove balance weightsBlast clean rotorMT seal and blade grooves

After completing impulse wheel replacementMeasure existing blade grooves, clean cut machine all blade grooves Rows 1-12

MT blade groove machiningInstall all new sealsInstall all new blades (Rows 1-12)

Machine all shroudsMachine all seal diametersDeburr machiningPrepare and install Turning Gear components on mandrelPre -balance (low speed balance) Turning Gear components on mandrel

Prepare turbine rotor for balanceRemove from mandrel and assemble Turning Gear components on rotorInstall turbine rotor in bunkerPerform 10% overspeed test for 1 minute (withBalance turbine rotor at operating speedRemove turbine rotor from bunkerLock balance weights

Measure shroud diameters after balance, and machine (as required)Clean and prep for Block assembly

1.1.2 HP Inner Casing Repairs and Block Assembly CasingUnload casing from GE storageDestructively remove Row 1 bladesRemove all blade rows for re -rounding, clean and MT end bladesRemove all broken casing hardware

Machine out remove all seals

Blast clean casing halves

MT seal and blade grooves

Machine enhanced radius modification to clear indications at shrink ring locationMT machining

Prepare rounding fixturesRe -round and stress relieve casing

Blast clean casing halves, standard shop blast media

Distortion measurementsMT casing halves and all installed blades



GE Power

c Measure existing blade groove (Row 1)

Clean cut blade groove, MT inspect (Row 1)

Install all new seals

Re -install original end blades with new hardwareInstall new Row 1 blades

Machine Row 1 shrouds

Machine all new seal diametersDeburr machiningInstall new snout piston ring assemblies with new hardwareInstall new seal packing ring seal segments with new springs

Clean casings for Block assembly

HP Block Re -Assembly

Install original inlet steam snout piston ringsInstall original gland packing ring segments with new springsInstall rotor in casing, adjust centering platesLead checks and record rotor clearances

Tops on and install shrink rings

Install inner cylinder heat shieldFinal inspection for shippingPack and load HP Block on truckPack and load Turning Gear on truck

1.1.3 HP Gland Casing Repairs (TE and GE)

Unload gland casing from GE storage

Blast clean halves

Install new seal packing ring seal segments with new springs

Final clean and inspection for shipping

Pack and load on truck

1.1.4 Option: 2nd and Each Additional Re -rounding of HP Casing

Re -round and stress relieve casing

Blast clean casing halves, standard shop blast media

Distortion measurementsMT casing halves and all installed blades

1.2 Parts

The following parts are included in this proposal and will be fitted on the equipment when performing the Servicesdescribed above at section 1.1.



GE Power

Spare blading per row: 11 blades, remaining ones tobe re -used.

1.3 ClarificationsThis is growth work per Engineering disposition for previous work completed (block disassembly, clean,inspect).Based on PO received in advance to allow ordering new parts on non -expeditedbasis.

Based on all options selected at time of order.

Duration is based on non -expedited schedule.

Includes cost for TFA support for supporting HP block re -assemblyBased on the Richmond Service Center has a set of stock bearings/drive plates suitable for use for thehigh-speed balance.Rebabbitting or supply of new bunker bearings is extra (if required).GE does not guarantee re -rounding can be achieved with Base Scope effort. 2nd re -rounding andadditional iterations (Option 1) may be required to meet GE acceptable rounding.Any additional time required for complete seal and caulking wire removal due to embrittlement fromoperation is extra.

1.4 Cycle time:

The estimated cycle time for repairs on shop is 56 days after the receipt of the new HP blades onshop & in addition to the Impulse Wheel cycle time. GE requires 4 months in advance PO to scheduleon shop slotting & resources.



GE Power

C.) SPARE IP COMPONENT REPAIRS AND IP BLOCK ASSEMBLY1.1 Services at GE Richmond Shop

1.1.1 IP Rotor Repairs

Unload rotor from GE storageMachine out remove all seals

Blast clean rotorMT seal grooves


Machine all seal diameters

Deburr machiningClean and prep for Block assembly

1.1.2 IP Inner Casing Repairs and Block AssemblyUnload casing from GE storage

Destructively remove Row 1 blades (Generator end only)Machine out remove all sealsBlast clean casing halves

MT seal and blade grooves

Measure existing blade groove (Row 1)

Clean cut blade groove, MT inspect (Row 1)


Install new Row 1 blades (Generator end only)Machine Row 1 shrouds

Machine all new seal diametersDeburr machiningClean casings for Block assembly

IP Block Re -Assembly

Install rotor in casing, adjust centering platesLead checks and record rotor clearances

Tops on and bolt togetherFinal inspection for shippingPack and load IP Block on truck

1.1.3 IP Gland Casing Repairs (TE and GE)Unload gland casing from GE storage

Blast clean halves

Install new seal packing ring seal segments with new springs

Final clean and inspection for shippingPack and load on truck

1.1.4 Low Speed Balance IP RotorUnload (2) stub shafts from GE storage

Map and remove balance weightsPrepare turbine rotor for balanceInstall (2) stub shafts on rotor for balance




GE Power

Low speed balance rotorLock balance weights

Remove stub shafts from rotor

Pack stub shafts

1.2 Parts

The following parts are included in this proposal and will be fitted on the equipment when performing the Servicesdescribed above at section 1.1.

1.3 ClarificationsThis is growth work per Engineering disposition for previous work completed (block disassembly, clean,inspect).Based on PO received in advance to allow ordering new parts on non -expeditedbasis.

Based on all options selected at time of order.Duration is based on non -expedited schedule.

Includes cost for TFA support for supporting IP block re -assembly

Based on the Richmond Service Center has a set of stock bearings/drive plates suitable for use for thehigh-speed balance.

Rabbiting or supply of new bunker bearings is extra (if required).GE does not guarantee re -rounding can be achieved with Base Scope effort. 2nd re -rounding andadditional iterations (Option 1) may be required to meet GE acceptable rounding.Any additional time required for complete seal and caulking wire removal due to embrittlement fromoperation is extra.

Shipping skid rental is not included.

1.4 Cycle time:

The estimated cycle time for repairs on shop is 150 days after the receipt of the new IP Blade &Assembly on shop & in addition to the Impulse Wheel cycle time. GE requires 4 months in advancePO to schedule on shop slotting & resources.



GE Power

Section 2 - Commercial Summary

2.1 Pricing

lte ttt

A

Description

IMPULSE WHEEL

1.1 Services at GE Richmond Shop

1.2 HP Impulse Wheel Supply

Extended>Price US$:

US$ 566,994.00

B


1.1.1 HP Rotor Repairs and High -Speed Balance US$ 405,203.00

1.1.2 HP Inner Casing Repairs and Block Assembly Casing US$ 547,050.00

1.1.2A Additional blading spares (11 blades per row, HPsection) Included

1.1.2E Additional works to remove and reinstall bladingrows, HP Included

1.1.3 HP Gland Casing Repairs (TE and GE) US$ 110,923.00

1.1.4 Option: 2nd and Each Additional Re -rounding of HPCasing US$ 60,503.00

1.2 HP New Blades US$ 449,171.00

C


1.1.1 IP Rotor Repairs US$ 105,376.00

1.1.2 IP Inner Casing Repairs and Block Assembly US$ 274,281.00

1.1.3 IP Gland Casing Repairs (TE and GE) US$ 97,310.00

1.1.4 Low Speed Balance IP Rotor US$ 33,277.00

1.2 IP Blade & Assembly US$ 48,823.00

DComponents transport from Ge Richmond Shop to AguirreStation U1. US$ 185,000.00

TOTAL US$ 2,883,911.00

Note: The acceptance of the PO and the above payment terms are subject to change in accordance withPREPA's total credit obligations at the time the purchase order is issued.

2.2 Pricing Basis

The above -mentioned price is firm for the validity period of this proposal.

PUERTO RICO ELECTRIC POWER AUTHORITY GE Proprietary InformationProposal No: 1197795 rev 5

page 14 of 22

GE Power

The Services and Parts supply cannot be purchased separately as the Total Price cannot be split up.

Commencement of the works is subject to notice to proceed and purchase order verification on GEaccount.

GE is not required to commence or continue its performance unless and until any required AdvancePayment is received, operative and in effect and all applicable Progress Payments have been received.

This is a budgetary estimate. GE will not accept a purchase order based on this document.

This is a budgetary estimate and all prices are subject to change. The performance of any work hereunder,including the sale/license of any products and services, shall be expressly conditioned upon and subject tothe parties reaching a mutual written agreement on the terms and conditions applicable to the work. GEshall have no obligations hereunder unless and until such terms and conditions are specifically agreed to inwriting by GE.

The foregoing is intended only to assist you in your budget planning and does not constitute a firm quotationon our part. All services in this budgetary estimate are' based on GE's historical experience with similarprojects or standard industry estimating guidelines. Before a firm price proposal can be provided,equipment and specific scope must be identified, and schedule requirements must be received. We do,however, request and look forward to the further opportunity of submitting a firm offering when your plansand project details have been finalized.

For transportation cost a cost plus of 15% will apply.

2.3 Proposal ValidityThis proposal is valid for 60 days form the date of issuance.

2.4 Payment Terms

A. Should PREPA like to proceed with an order, please issue it to the following entity:

Caribe GE International Energy Services Corp.PO Box 71403

San Juan, Puerto Rico 00936

El Mundo Office Building. 383F.D. Roosevelt Ave, Suite 205Hato Rey, Puerto Rico 00918

PUERTO RICO ELECTRIC POWER AUTHORITY GE Proprietary Information page 15 of 22Proposal No: 1197795 rev 5

GE Power

B. Payment terms are set as follows:

Milestone

Down -payment upon acknowledgement of the order by GE

Spare parts are deliver at GE Shop in Richmond

All components assembled, repair as per this proposal scope and ready toship to PREPA

Final Delivery of repaired components in Puerto Rico, DAP, Incoterms 2010.

% of Co tract Price

10%

35%

45%

10%

Our price is net, without deduction, withholding or set-off for any payment or claim, within thirty (60) days fromthe invoice date.

2.5 Schedule

GE and Customer will agree on the date of Service according availability of resources and facilities.

Parts delivery maximum cycle is of. 224 days

GE shall perform the total scope of repair services for HP and IP section in 150 days.

2.6 Delivery TermOnce the Services are performed the equipment will be delivered at DAP, PREPA Aguirre Station U1, Puerto Rico..

2.7 Terms and ConditionsThis is a budgetary proposal; however GE expects any final agreement reached with PREPA shall be subject to andexclusively governed by GE Products and/or Services Terms and Conditions Attached. In case of conflicts betweenthe terms contained ín this proposal and the before mentioned terms and conditions, the terms stated in thisproposal shall take precedence. For purposes of this proposal, all references to "GE" in the Terms and Conditionsshall mean Caribe GE International Energy Services Corp.

GE is in the disposition to agree with Puerto Rico Electric Power Authority terms and conditions based on previousnegotiations between the parties.



GE Power

Section 3 e GE/Customer ResponsibilitiesThis Proposal is based on the distribution of responsibilities between GE and PREPA as shown in the check listbelow and additional assumptions and clarifications.

3.1 Responsibilities

Environmental :Health: and Safety

CUSTOMER GEItem Responsibility

1Disposal of all hazardous materials (including Lead and Asbestos}in the components sent to GE 1

logistic -.

Item Responsibility CUSTOMER GE

Pack and ship the equipment to GE Workshop at Richmond,Virginia - USA

2Sea freight packing of the equipment after Services areperformed

3 Delivery of the serviced equipment FCA Richmond Virginia - USA

4Pick-up of the equipment at GE Workshop Richmondimmediately after notification by GE of ready for delivery.

Methods, procedures and tests specifications




GE Power

Section 4 -Terms and ConditionsProducts and/or Services Terms and Conditions

NOTICE: Sale of any Products and/or Services is expressly conditioned on Buyer's assent to these Terms and Conditions. Any acceptance of Seller's offer is expresslylimited to acceptance of these Terms and Conditions and Seller expressly objects to any additional or different terms proposed by Buyer. No facility entry form shallmodify these Terms and Conditions even if signed by Seller's representative. Any order to perform work and Seller's performance of work shall constitute Buyer's assentto these Terms and Conditions. Unless otherwise specified in the quotation, Seller's quotation shall expire 30 days from its date and may be modified or withdrawn bySeller before receipt of Buyer's conforming acceptance.

1. Definitions

"Buyer" means the entity to which Seller is providing Products and/or Servicesunder the Contract.

"Contract" means either the contract agreement signed by both parties, or thepurchase order signed by Buyer and accepted by Seller in writing, for the sale ofProducts and/or Services, together with these Terms and Conditions, Seller's finalquotation, the agreed scope(s) of work, and Seller's order acknowledgement. lathe event of any conflict, the Terms and Conditions shall take precedence averother documents included in the Contract.

"Contract Price" means the agreed price stated in the Contract for the sale ofProducts and/or Services, including adjustments (if any) in accordance with theContract.

'Derivative Works" means: (a) any work based upon one ar mare pre-existingworks, such as a revision, enhancement, modification,translation, abridgement,condensation, expansion, extension or any other form in which such pre-existing works may be published, recast, transformed, or adapted, and that ifprepared without the authorization of the owner of the copyright or otherintellectual property right to such pm -existing works, would constitute aninfringement of such copyright or other intellectual property right, and/or (b)any compilation that incorporates such pre-existing works."Hazardous Materials" means any toxic or hazardous substance, hazardous

material, dangerous or hazardous waste, dangerous good, radioactive material,petroleum or petroleum -derived products or by-products, or any other chemical,substance, material or emission, that is regulated, listed or controlled pursuant toany national, state, provincial, or local law, statute, ordinance, directive,regulation or other legal requirement of the United States ("U.S.") or the countryof the Site.

"Insolvent/Bankrupt" means that a party is insolvent, makes an assignment forthe benefit of its creditors, has an administrator, receiver, liquidator or trusteeappointed for it or any of its assets, or files or has filed against it a proceedingunder any bankruptcy, insolvency dissolution or liquidation laws.

"Products" means the equipment, parts, materials, supplies, software, and othergoods Seller has agreed to supply to Buyer under the Contract.

"Seller" means the entity providing Products or performing Services under theContract.

"Services" means the services Seller has agreed to perform for Buyer under theContract

"Site" means the premises where Products are used or Services are performed,not including Seller's premises from which it performs Services.

"Terms and Conditions" means these "Products and/or Services Terms andConditions", including any relevant addenda pursuant to Article 18, together withany modifications or additional provisions specifically stated in Seller's finalquotation or specifically agreed upon by Seller in writing.

"USD" means United States Dollars.

2. Payment2.1 Buyer shall pay Seller for the Products and/or Services by paying all invoicedamounts by direct bank transfer in the currency specified by Seller in the Contract,without deduction, withholding or set-off for any payment or claim, within thirty(30) days from the invoice date. If the Contract Price is less than two hundred fiftythousand USD ($250,000), Seller shall issue invoices upon shipment of Products andas Services are performed. If the Contract Price is two hundred fifty thousand USD($250,000) or more, progress payments shall be invoiced starting with twenty-fivepercent (25%) of the Contract Price for Products and/or Services upon the earlierof Contract signature or issuance of Seller's order acknowledgement andcontinuing such that the Contract Price for remaining Services is invoiced as theyare performed and ninety percent (90%) of the Contract Price for Products isreceived before the earliest scheduled Product shipment ("Progress Payments").For each calendar month, or fraction thereof, that payment is late, Buyer shall paya late payment charge computed at the rate of 1.5% per month on the overduebalance, or the maximum rate permitted by law if it is less. If the price is set by theContract in a currency other than USD, references to USD in this Section 2.1 shallmean the equivalent amount in the applicable currency.

2.2 As and if requested by Seller, Buyer shall at its expense establish and keep inforce payment security in the farm of an irrevocable, unconditional, sight letter ofcredit or bank guarantee allowing for pro -rata payments as Products are shippedand Services are performed, plus payment of cancellation and terminationcharges, and all other amounts due from Buyer under the Contract ("PaymentSecurity"). The Payment Security shall be (a) in a form, and issued or confirmedby a bank acceptable to Seller, (b) payable at the counters of such acceptable bankor negotiating bank, (c) opened at least sixty (60) days prior to both the earliestscheduled shipment of Products and commencement of Services, and (d) remainin effect until the latest of ninety (90) days after the last scheduled Productshipment, completion of all Services and Seller's receipt of the final paymentrequired under the Contract Buyer shall, at its expense, increase the amount(s),extend the validity period(s) and make other appropriate modifications to anyPayment Security within ten (10) days of Seller's notification that such adjustmentis necessary in connection with Buyer's obligations under the Contract.2.3 Seller is not required to commence or continue its performance unless anduntil any required Payment Security is received, operative and in effect and allapplicable Progress Payments have been received. For each day of delay inreceiving any Progress Payments or acceptable Payment Security, Seller shall beentitled 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/orcompletion of the Services or any parts thereof. If at any time Seller reasonablydetermines that Buyer's financial condition or payment history does not justifycontinuation of Seller's performance, Seller shall be entitled to require full orpartial payment in advance or otherwise restructure payments, request additionalforms of Payment Security, suspend its performance or terminate the Contract.

3. Taxes and DutiesSeller shall be responsible for all corporate taxes measured by net income due toperformance of or payment for work under this Contract ("Seller Taxes"). Buyershall be responsible for all taxes, duties, fees, or other charges of any nature(including, but not limited to, consumption, gross receipts, import, property, sales,stamp, turnover, use, or value-added taxes, and all items of withholding,deficiency, penalty, addition to tax, interest, or assessment related thereto,imposed by any governmental authority on Buyer or Seller or its subcontractors)in relation to the Contract or the performance of or payment for work under theContract other than Seller Taxes ("Buyer Taxes"). The Contract Price does notinclude the amount of any Buyer Taxes. If Buyer deducts or withholds Buyer Taxes,Buyer shall pay additional amounts so that Seller receives the full Contract Pricewithout reduction for Buyer Taxes. Buyer shall provide to Seller, within one monthof payment, official receipts from the applicable governmental authority fordeducted or withheld taxes.

4. Deliveries; Title Transfer; Risk of Loss; Storage4.1 For shipments that do not involve export, including shipments from oneEuropean Union ("EU") country to another EU country, Seller shall deliverProducts to Buyer FCA Seller's facility or warehouse (Incoterms 2010). For exportshipments, Seller shall deliver Products to Buyer FCA Port of Export (Incoterms2010). Buyer shall pay all delivery costs and charges or pay Seller's standardshipping charges plus up to twenty-five (25%) percent. Partial deliveries arepermitted. Seller may deliver Products in advance of the delivery schedule. If

Products delivered do not correspond in quantity, type or price to those itemizedin the shipping invoice or documentation, Buyer shall so notify Seller within ten(10) days after receipt.4.2 For shipments that do not involve export, title to Products shall pass to Buyerupan delivery in accordance with Section 4.1. For export shipments from a Sellerfacility or warehouse outside the U.S., title shall pass to Buyer upon delivery inaccordance with Section 4.1. For shipments from the U.S. to another country, titleshall pass to Buyer immediately after each item departs from the territorial land,seas and overlying airspace of the U.S. The 1982 United Nations Convention ofthe law of the Sea shall apply to determine the U.S. territorial seas. For all othershipments, title to Products shall pass to Buyer the earlier of (i) the port of exportimmediately upon clearance of Products for export or (ii) immediately after eachitem departs from the territorial land, seas and overlying airspace of the sendingcountry. When Buyer arranges the export or intercomm unity shipment, Buyer willprovide Seller evidence of exportation or intercommunity shipment acceptable to



GE Power

the relevant tax and custom authorities. Buyer may not use any third party vendorfor providing customs clearance services until Seller has approved such party priorto shipment of the Parts. Notwithstanding the foregoing, Seller grants only a non-exclusive license, and does not pass title, for any software provided by Sellerunder this Contract, and title to any leased equipment remains with Seller.4.3 Risk of loss shall pass to Buyer upon delivery pursuant to Section 4.1, exceptthat for export shipments from the U.S., risk of loss shall transfer to Buyer upontitle passage.4.4 If any Products to be delivered under this Contractor if any Buyer equipmentrepaired at Seller's facilities cannot be shipped to or received by Buyer when readydue to any cause attributable to Buyer or its other contractors, Seller may ship theProducts and equipment to a storage facility, including storage at the place ofmanufacture or repair, or to an agreed freight forwarder. If Seller places Productsor equipment into storage, the following apply: (i) title and risk of lossimmediately pass to Buyer, if they have not already passed, and delivery shall bedeemed to have occurred; (ii) any amounts otherwise payable to Seller upondelivery or shipment shall be due; (iii) all expenses and charges incurred by Sellerrelated to the storage shall be payable by Buyer upon submission of Seller'sinvoices; and (iv) when conditions permit and upon payment of all amounts due,Sellershall make Products and repaired equipment available to Buyer for delivery.4.5 If repair Services are to be performed on Buyer's equipment at Seller's facility,Buyer shall be responsible for, and shall retain risk of loss of, such equipment atall times, except that Seller shall be responsible for damage to the equipmentwhile at Seller's facility to the extent such damage is caused by Seller's negligence.4.6 Except as otherwise expressly agreed to by the Parties in writing, acceptanceof Products shall be deemed to occur upon delivery and acceptance of Services,upon performance.

5. Warranty5.1 Seller warrants that Products shall be delivered free from defects in material,workmanship and title and that Services shall be performed in a competent,diligent manner in accordance with any mutually agreed specificationsincorporated into the Contract.5.2 The warranty for Products shall expire one (1) year from first use or eighteen(18) months from delivery, whichever occurs first, except that software iswarranted for ninety (90) days from delivery; and the warranty for Services shallexpire one (1) year after performance of the Service, except that software -relatedServices are warranted for ninety (90) days (as applicable, the "Warranty Period").5.3 If Products and/or Services do not meet the above warranties, Buyer shallpromptly notify Seller in writing prior to expiration of the applicable WarrantyPeriod. Seller shall (I) at its option, repair or replace defective Products and (ii) re -perform defective Services. If despite Seller's reasonable efforts, a non-conforming Product cannot be repaired or replaced, or non -conforming Servicescannot be re -performed, Se l ler shall refund or credit monies paid by Buyer for suchnon -conforming Products and/or Services. Warranty repair, replacement or re -performance by Seller shall not extend or renew the applicable Warranty Period.Seller's warranty obligations exclude the repair or replacement of any damagedparts or Products other than the initially failing part which caused the damage.Buyer shall obtain Seller's agreement on the specifications of any tests it plans toconduct to determine whether a non-conformance exists.5.4 Buyer shall bear the costs of access for Seller's remedial warranty efforts(including removal and replacement of systems, structures or other parts ofBuyer's facility), de -installation, decontamination, re -installation and

transportation of defective Products to Seller and back to Buyer.5.5 The warranties and remedies are conditioned upon (a) proper storage,installation, use, operation, and maintenance of Products, (b) Buyer keepingaccurate and complete records of operation and maintenance during the warrantyperiod and providing Seller access to those records, and (c) modification or repairof Products and/or Services only as authorized by Seller in writing. Failure to meetany such conditions renders the warranty null and void. Seller is not responsiblefor normal wear and tear.5.6 This Article S provides the exclusive remedies for all claims based upon thefailure of or defect in Products or Services, whether the claim is based in contract,negligence, statute, or any tortious/extra-contractual liability theory, strict liabilityor otherwise. The foregoing warranties in this Article 5 are exclusive and are inlieu of all other warranties, conditions and guarantees whether written, oral,implied or statutory. NO IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR

CONDITION OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULARPURPOSE APPLIES.

6. Confidentiality6.1 Seller and Buyer (as to information disclosed, the "Disclosing Party") may eachprovide the other party (as to information received, the "Receiving Party") withConfidential Information in connection with this Contract. "ConfidentialInformation" means information that is designated in writing as "confidential" or"proprietary" by Disclosing Party at the time of written disclosure. In addition,prices for Products and/or Services shall be considered Seller's ConfidentialInformation.6.2 Receiving Party agrees: (i) to use the Confidential Information only inconnection with the Contract and use of Products and/or Services, (ii) to take

PUERTO RICO ELECTRIC POWER AUTHORITY GE Proprietary InformationProposal No: 1197795 rev 5

reasonable measures to prevent disclosure of the Confidential Information tothird parties, and (iii) not to disclose the Confidential Information to a competitorof Disclosing Party. Notwithstanding these restrictions, (a) Seller may discloseConfidential Information to its affiliates and subcontractors in connection withperformance of the Contract, (b) a Receiving Party may disclose ConfidentialInformation to its auditors, (c) Buyer may disclose Confidential Information tolenders as necessary for Buyer to secure or retain financing needed to perform itsobligations under the Contract, and (d) a Receiving Party may disclose ConfidentialInformation to any other third party with the prior written permission of DisclosingParty, and in each case, only so long as the Receiving Party obtains a non-disclosure commitment from any such subcontractors, auditors, lenders or otherpermitted third party that prohibits disclosure of the Confidential Information andprovided further that the Receiving Party remains responsible for any

unauthorized use or disclosure of the Confidential Information. Receiving Partyshall upon request return to Disclosing Party or destroy all copies of ConfidentialInformation except to the extent that a specific provision of the Contract entitlesReceiving Party to retain an item of Confidential Information. Seller may alsoretain one archive copy of Buyer's Confidential Information.6,3 The obligations under this Article 6 shall not apply to any portion of theConfidential Information that: (i) is ar becomes generally available to the publicother than as a result of disclosure by Receiving Party, its representatives or itsaffiliates; (ii) is or becomes available to Receiving Party on a non -confidential basisfrom a source other than Disclosing Party when the source is not, to the best ofReceiving Party's knowledge, subject to a confidentiality obligation to DisclosingParty; (iii) is independently developed by Receiving Party, its representatives oraffiliates, without reference to the Confidential Information; (iv) is required to bedisclosed by law or valid legal process provided that the Receiving Party intendingto make disclosure in response to such requirements or process shall promptlynotify the Disclosing Party in advance of such disclosure and reasonably cooperatein attempts to maintain the confidentiality of the Confidential Information.6.4 Each Disclosing Party warrants that it has the right to disclose the informationthat R discloses. Neither Buyer nor Seller shall make any public announcementabout the Contract without prior written approval of the other party. . Article 6does not supersede any separate confidentiality or nondisclosure agreementsigned by the parties.

7. Intellectual Property7.1 Seller shall defend and indemnify Buyer against any claim by a non-affiliatedthird party (a "Claim") alleging that Products and/or Services furnished under thisContract infringe a patent in effect in the U.S., an EU member state or the countryof the Site (provided there is a corresponding patent issued by the U.S. or an EUmember state), or any copyright or trademark registered in the country of the Site,provided that Buyer (a) promptly notifies Seller in writing of the Claim, (b) makesno admission of liability and does not take any position adverse to Seller, (c) givesSeller sole authority to control defense and settlement of the Claim, and (d)provides Seller with full disclosure and reasonable assistance as required todefend the Claim.7.2 Section 7.1 shall not apply and Seller shall have no obligation or liability withrespect to any Claim based upon (a) Products and/or Services that have beenmodified, or revised, (b) the combination of any Products and/or Services withother products and/or services when such combination is a basis of the allegedinfringement, (c) failure of Buyer to implement any update provided by Seller thatwould have prevented the Claim, (d) unauthorized use of Products and/orServices, or (e) Products and/or Services made or performed to Buyer'sspecifications.7.3 Should any Product and/or Service, or any portion thereof, become thesubject of a Claim, Seller may at its option (a) procure for Buyer the right tocontinue using the Product and/or Service, or applicable portion thereof, (b)modify or replace it in whole or in part to make it non -infringing, or (c) failing (a)or (b), take back infringing Products and/or discontinue infringing Services andrefund the price received by Seller attributable to the infringing Products and/orServices.

7.4 Article 7 states Seller's exclusive liability for intellectual property infringementby Products and/or Services.7.5 Each party shall retain ownership of all Confidential Information andintellectual property it had prior to the Contract. All rights in and to software notexpressly granted to Buyer are reserved by Seller. All new intellectual propertyconceived or created by Seller in the performance of this Contract, whether aloneor with any contribution from Buyer, shall be owned exclusively by Seller. Buyer

agrees to deliver assignment documentation as necessary to achieve that result,7.6 Buyer will not itself, and will not allow any party (including Buyer Affiliates)to: (i) reverse engineer Products or Services (including any Seller monitoring ordata analysis by Seller), (ii) prepare Derivative Works from, alter, modify,disassemble, reverse engineer, reverse assemble, de -compile, or otherwiseattempt to reconstruct, discover or derive the object or source code of anysoftware licensed to Buyer by Seller under this Contract (including anythird partysoftware); (iii) permit or otherwise grant any third -party access to Products,Services or software for such purpose, even if such third party is performing anycorrections, bug fixes and updates.

page 19 of 22

GE Power

7.7 Products furnished by Seller under this Contract shall not be installed, used,or made available for use in any equipment other than the equipment specifiedin the Contract at Buyer's Site. Buyer warrants that such equipment, and the Site,is under its ownership and control, and agrees to inform Seller forthwith shouldthis cease to be the case at any time before expiry of the Warranty Period.7.8 Buyer agrees to pass an the restrictions and obligations under Sections 7.6and 7.7 to any affiliates or third parties who have obtained or may obtain accessto the Products or Services and shall be fully liable for any breach of this Article 7by its affiliates or third parties, as if it had committed such breach itself.

8. IndemnityEach of Buyer and Seller (as an "Indemnifying Party") shall indemnify the otherparty (as an "Indemnified Party") from and against claims brought by a third party,on account of personal injury or damage to the third party's tangible property, tothe extent caused by the negligence of the Indemnifying Party in connection withthis Contract. In the event the injury or damage is caused by joint or concurrentnegligence of Buyer and Seller, the loss or expense shall be borne by each party inproportion to its degree of negligence. For purposes of Seller's indemnityobligation, no part of the Products or Site is considered third party property.

9. InsuranceDuring the term of the Contract, Seller shall maintain for its protection thefollowing insurance coverage: (i) Worker's Compensation, Employer's Liability andother statutory insurance required by law with respect to work related injuries ordisease of employees of Seller in such form(s) and amounts) as required byapplicable laws; (ii) Automobile Liability insurance with a combined single limit of$2,500,000.00; and (iii) Commercial General Liability or Public Liability insurancefor bodily injury and property damage with a combined single limit of$2,500,000.00, If required in the Contract, Seller shall provide a certificate ofinsurance reflecting such coverage.

10. Schedule and Excusable Events10.1 Any durations or periods of time quoted on the schedule or otherwise agreedfor performance, delivery and/or completion of the Services or delivery ofProducts shall be regarded as estimated only. In addition, delivery times aredependent upon prompt receipt by Seller of all information necessary to proceedwith the work without interruption. In the event Seller agrees in writing toguaranteed performance, delivery and/or completion times and specific sums asliquidated damages for late performance, delivery or completion, any such liabilityfor damages shall only commence when the period of delay exceeds theguaranteed date or time by 14 (fourteen) calendar days and liquidated damagesmay be applied and be levied only from that 14th day onwards. Payment ofliquidated damages shall be in full and final settlement of any and all liability ofthe Seller for delays under the Contract and shall be Buyer's sole and exclusiveremedy for failing to achieve the performance, delivery and/or completionguarantee. The Seller's maximum aggregate liability for liquidated damages fordelay shall in no circumstances exceed 5% (five per cent) of the total amount ofthe Contract Price paid to the Seller.10.2 Seller shall not be liable and shall not be considered in breach of anyobligations to supply manpower, deliver Products or to perform, deliver orcomplete the Services or any parts thereof within specified durations or periodsor by a specified time) if it is delayed or prevented, directly or indirectly, by anycause beyond its reasonable control, or by armed conflict, acts or threats ofterrorism, epidemics, strikes or other labor disturbances, or acts or omissions ofany governmental authority or of the Buyer or Buyer's contractors or suppliers orfor any period of suspension under Section 11.3. If any such cause or excusableevent occurs, the schedule for Seller's performance shall be adjusted accordinglyand dates or times stated in the schedule for performance and/or completion ofthe Services shall be extended by the amount of time lost by reason of the eventplus such additional time as may be needed to overcome the effect of the eventIf acts or omissions of the Buyer or its contractors or suppliers cause the delay,Seller shall also be entitled to an equitable price adjustment.

11. Termination and Suspension11.1 Buyer may terminate the Contract (or the portion affected) for cause if Seller(i) becomes Insolvent/Bankrupt, or (ii) commits a material breach of the Contractwhich does not otherwise have a specified contractual remedy, provided that: (a)Buyer shall first provide Seller with detailed written notice of the breach and ofBuyer's intention to terminate the Contract, and (b) Seller shall have failed, within30 days after receipt of the notice, to commence and diligently pursue cure of thebreach.

11.2 If Buyer terminates the Contract pursuant to Section 11.1, (i) Seller shallreimburse Buyer the difference between that portion of the Contract Priceallocable to the terminated scope and the actual amounts reasonably incurred byBuyer to complete that scope, and (ii) Buyer shall pay to Seller (a) the portion ofthe Contract Price allocable to Products and/or Services completed, (b) lease feesincurred, and (c) amounts for Services performed before the effective date oftermination. The amount due for Services shall be determined in accordance withthe milestone schedule (for completed milestones) and rates set forth in theContract (for work toward milestones not yet achieved and where there is no

PUERTO RICO ELECTRIC POWER AUTHORITY GE ProprietaryProposal No: 1197795 rev 5

milestone schedule), as applicable or, where there are no milestones and/or ratesin the Contract, at Seller's then -current standard time and material rates.11.3 Seller may suspend or terminate the Contract (or any affected portionthereof) immediately for cause if Buyer (i) becomes Insolvent/Bankrupt, or (ii)materially breaches the Contract, including, but not limited to, failure or delay inBuyer providing Payment Security, making any payment when due, or fulfilling anypayment conditions.11.4 If the Contract (or any portion thereof) is terminated for any reason otherthan Seller's default under Section 11.1, Buyer shall pay Seller for all Productscompleted, lease fees incurred and Services performed before the effective dateof termination, plus expenses reasonably incurred by Seller in connection with thetermination. The amount due for Services shall be determined in accordance withthe milestone schedule (for completed milestones) and rates set forth in theContract (for work toward milestones not yet achieved and where there is nomilestone schedule), as applicable or, where there are no milestones and/or ratesin the Contract, at Seller's then -current standard time and material rates. In

addition, Buyer shall pay Seller a cancellation charge equal to 80% of the ContractPrice applicable to uncompleted made-to-order Products and/or Services and 15%of the Contract Price applicable to all other uncompleted Products and/orServices.

11.5 Either Buyer or Seller may terminate the Contract (or the portion affected)upon twenty (20) days advance notice if there is an excusable event (as describedin Article 10) lasting longer than one hundred and twenty (120) days. In such case,Buyer shall pay to Seller amounts payable under Section 11.4, excluding thecancellation charge for uncompleted Products and/or Services.11.6 Buyer shall pay all reasonable expenses incurred by Seller in connection witha suspension, including, but not limited to, expenses for repossession, feecollection, demobilization/remobilization, and costs of storage during suspension.The schedule for Seller's obligations shall be extended for a period of timereasonably necessary to overcome the effects of any suspension.

12. Compliance with Laws, Codes and Standards12.1 Seller shall comply with laws applicable to the manufacture of Products andits performance of Services. Buyer shall comply with laws applicable to theapplication, operation, use and disposal of the Products and Services.12.2 Seller's obligations are conditioned upon Buyer's compliance with all U.S.,EU and other applicable trade control laws and regulations. Buyer shall nottrans-ship, re-export, divert or direct ar otherwise make or allow any disposition ofProducts other than in and to the ultimate country of destination declared byBuyer and specified as the country of ultimate destination on Seller's invoice.Buyer hereby certifies that the equipment, materials, services, technical data,software or other information or assistance furnished by Seller under this Contractwill not be used in the design, development, production, stockpiling or use ofchemical, biological, or nuclear weapons either by Buyer or by any entity acting onBuyer's behalf.12.3 Notwithstanding any other provision, Buyer shall timely obtain, effectuateand maintain in force any required permit, license, exemption, filing, registrationand other authorization, including, but not limited to, building and environmentalpermits, import licenses, environmental impact assessments, and foreignexchange authorizations, required for the lawful performance of Services at theSite or fulfillment of Buyer's obligations, except that Seller shall obtain any licenseor registration necessary for Seller to generally conduct business and visas or workpermits, if any, necessary for Seller's personnel. Buyer shall provide reasonableassistance to Seller in obtaining such visas and work permits.

13. Environmental, Health and Safety Matters13.1 Buyer shall maintain safe working conditions at the Site, including, withoutlimitation, 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 physical LOTO or a mutually agreed uponalternative method.13.2 Buyer shall timely advise Seller in writing of all applicable Site -specific health,safety, security and environmental requirements and procedures. Withoutlimiting Buyer's responsibilities under Article 13, Seller has the right but not theobligation to, from time to time, review and inspect applicable health, safety,security and environmental documentation, procedures and conditions at theSite.

13.3 If, in Seller's reasonable opinion, the health, safety, or security of personnelor the 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 workingconditions, Seller 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 anypart of the Contract, and/or remotely perform or supervise work. Any suchoccurrence shall be considered an excusable event. Buyer shall reasonably assistin any such evacuation.13.4 Operation of Buyer's equipment is the responsibility of Buyer. Buyer shallnot require or permit Seller's personnel to operate Buyer's equipment at Site.13.3 Buyer will make its Site medical facilities and resources available to Sellerpersonnel who need medical attention.

Information page 20 of 22

GE Power

13.6 Seller has no responsibility or liability for the pre-existing condition of Buyer'sequipment or the Site. Prior to Seller starting any work at Site, Buyer will providedocumentation that identifies the presence and condition of any HazardousMaterials existing in or about Buyer's equipment or the Site that Seller mayencounter while performing under this Contract. Buyer shall disclose to Sellerindustrial hygiene and environmental monitoring data regarding conditions thatmay affect Seller's work or personnel at the Site. Buyershall keep Seller informedof changes in any such conditions.13.7 Seller shall notify Buyer if Seller becomes aware of: (i) conditions at the Sitediffering materially from those disclosed by Buyer, or (ii) previously unknownphysical conditions at Site differing materially from those ordinarily encountered,and generally recognized as inherent in work of the character provided far in theContract. If any such conditions cause an increase in Seller's cost of, or the timerequired for, performance of any part of the work under the Contract, an equitableadjustment in price and schedule shall be made.13.8 If Seller encounters Hazardous Materials in Buyer's equipment or at the Sitethat require special handling or disposal, Seller is not obligated to continue workaffected by the hazardous conditions. In such an event, Buyer shall eliminate thehazardous conditions in accordance with applicable laws and regulations so thatSeller's work under the Contract may safely proceed, and Seller shall be entitledto an equitable adjustment of the price and schedule to compensate for anyincrease in Seller's cost of, or time required for, performance of any part of thework. Buyer shall properly store, transport and dispose of all Hazardous Materialsintroduced, produced or generated in the course of Seller's work at the Site.13.9 Buyer shall indemnify Seller for any and all claims, damages, losses, andexpenses arising out of or relating to any Hazardous Materials which are or were(i) present in or about Buyer's equipment or the Site prior to the commencementof Seller's work, (ii) improperly handled or disposed of by Buyer or Buyer'semployees, agents, contractors or subcontractors, or (iii) brought, generated,produced or released on Site by parties other than Seller.

14. Changes14.1 Each party may at any time propose changes in the schedule or scope ofProducts and/or Services. Seller is not obligated to proceed with any change untilboth parties agree upon such change in writing. The written change

documentation will describe the changes in scope and schedule, and the resultingchanges in price and other provisions, as agreed.14.2 The scope, Contract Price, schedule, and other provisions will be equitablyadjusted to reflect additional costs or obligations incurred by Seller resulting froma change, after Seller's proposal date, in Buyer's Site -specific requirements orprocedures, or in industry specifications, codes, standards, applicable laws orregulations. Unless otherwise agreed by the parties, pricing far additional workarising from such changes shall be at Seller's time and material rates.14.3 It shall be acceptable and not considered a change if Seller delivers a Productthat bears a different, superseding or new part or version number compared tothe part or version number listed in the Contract.

15. Limitations of Liability15.1 To the maximum extent permitted by applicable law, the total liability ofSeller for all claims arising from or related to the formation, performance orbreach of this Contract, or provision of any Products and/or Services, shall notexceed the (i) Contract Price, or (ii) if Buyer places multiple order(s) under theContract, the price of each particular order for all claims arising from or related tothat order and ten thousand USD (US $10,000) for all claims not part of anyparticular arder.15.2 Seller shall not be liable for loss of profit or revenues, loss of use ofequipment or systems, interruption of business, cost of replacement power, costof capital, downtime costs, increased operating costs, any special, consequential,incidental, indirect, or punitive damages, or claims of Buyer's customers for any ofthe foregoing types of damages.15.3 All Seller liability shall end upon expiration of the applicable warranty period,provided that Buyer may continue to enforce a claim for which it has given noticeprior to that date by commencing an action or arbitration, as applicable under thisContract, before expiration of any statute of limitations or other legal timelimitation but in no event later than one year after expiration of such warrantyperiod.15.4 Seller shall not be liable for advice or assistance that is not required for thework scope under this Contract.15.5 Buyer will not supply Products and/or Services to any third party, or useProducts and/or Services other than at the Site owned by Buyer. In case of non-compliance, Buyer shall (i) indemnify and defend Seller from and against any andall claims by, and liability to, any third party to whom Products and/or Services aresupplied, and (ii) require that the third party agree, for the benefit of andenforceable by Seller, to be bound by the provisions of Article 7 and all thelimitations included in this Article 15.15.6 For purposes of this Article 15, the term "Seller' means Seller, its affiliates,subcontractors and suppliers of any tier, and their respective employees. Thelimitations in this Article 15 shall apply regardless of whether a claim is based incontract, negligence, statute, indemnity, tortious/extra-contractual liabilitytheory, strict liability or otherwise.

PUERTO RICO ELECTRIC POWER AUTHORITY GE Prop


16. Governing Law and Dispute Resolution16.1 This Contract shall be governed by and construed in accordance with thelaws of (i) the State of New York if Buyer's place of business is in the U.S. or (ii)England and Wales, if the Buyer's place of business is outside the U.S., in eithercase without giving effect to any choice of law rules that would cause theapplication of laws of any other jurisdiction (the "Governing Law").16.2 All disputes and, to the maximum extent permitted by applicable law, allnon -contractual obligations arising in any way whatsoever out of or in connectionwith this Contract arising in connection with this Contract, including any questionregarding its existence or validity, shall be resolved in accordance with this Article16. If a dispute is not resolved by negotiations, either party may, by giving writtennotice, refer the dispute to a meeting of appropriate higher management, to beheld within twenty (20) business days after the giving of notice. If the dispute isnot resolved within thirty (30) business days after the giving of notice, or such laterdate as may be mutually agreed, either party may commence arbitration or courtproceedings, depending upon the location of the Buyer, in accordance with one ofthe following:(a) if the Buyer's pertinent place of business is in the U.S., legal action shall becommenced in federal court with jurisdiction applicable to, or state court locatedin, either New York, New York (and Buyer hereby consents to be subject to suchNew York federal and state jurisdiction) or the location of Buyer's principal placeof business; or(b) if the Buyer's pertinent place of business is outside the U.S., the dispute shallbe submitted to and finally resolved under the Rules of Arbitration of theInternational Chamber of Commerce by one or more arbitrators appointed inaccordance with the said Rules (the "Rules"). The seat of arbitration shall be inLondon, England. The arbitration shall be conducted in English. The decision ofthe arbitrators shall be final and binding upon the parties.16.3 Notwithstanding the foregoing, each party shall have the right at any time,at its option and where legally available, to commence an action or proceeding ina court of competent jurisdiction, subject to the terms of this Contract, to seek arestraining order, injunction, or similar order (but not monetary damages), or toseek interim or conservatory measures.

17. Inspection and Factory TestsSeller will apply its normal quality control procedures in manufacturing Products.Seller shall attempt to accommodate requests by Buyer to witness Seller's factorytests of Products, subject to appropriate access restrictions, if such witnessing canbe arranged without delaying the work.

18. Software, Leased Equipment, Remote Diagnostic Services, PCB ServicesIf Seller provides any software to Buyer, the Software License Addendum shallapply. If Seller leases any of Seller's equipment or provides related Services toBuyer, including placing Seller's equipment at Buyer's site to provide remoteServices, the Lease Addendum shall apply. If Seller provides remote diagnosticservices to Buyer, the Remote Diagnostic Services Addendum shall apply. If Sellerprovides PCB Services to Buyer, the PCB Services Addendum shall apply. If thereis any conflict between these Products and/or Services Terms and Conditions" andthe terms of any addendum incorporated pursuant to this Article 18, the terms ofthe addendum shall take precedence with respect to the applicable scope.

19. General Clauses19.1 Products and Services sold by Seller are not intended, in whole or in part, forapplication (and will not be used) in connection with or nearby any nuclear facilityor activity, and Buyer warrants that it shall not use or permit others to useProducts and/or Services for any such purposes, without the advance writtenconsent of Seller.19.2 Seller may assign or novate its rights and obligations under the Contract, inwhole or in part, to any of its affiliates or may assign any of its accounts receivableunder this Contract to any party without Buyer's consent. Buyer agrees to executeany documents that may be necessary to complete Seller's assignment ornovation. Seller may subcontract portions of the work, so long as Seller remainsresponsible far it. The delegation or assignment by Buyer of any or all of its rightsor obligations under the Contract without Seller's prior written consent (whichconsent shall not be unreasonably withheld) shall be void.19.3 Buyer shall notify Seller immediately upon any change in ownership of morethan fifty percent (50%) of Buyer's voting rights or of any controlling interest inBuyer. If Buyer fails to do so or Seller objects to the change, Seller may (a)terminate the Contract, (b) require Buyer to provide adequate assurance ofperformance (including but not limited to payment), and/or (c) put in place specialcontrols regarding Seller's Confidential Information.19.4 If any Contract provision is found to be void or unenforceable, the remainderof the Contract shall not be affected. The parties will endeavor to replace any suchvoid or unenforceable provision with a new provision that achieves substantiallythe same practical and economic effect and is valid and enforceable.19.5 The following Articles shall survive termination or cancellation of theContract: 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 18, 19 and 20.19.6 The Contract represents the entire agreement between the parties. No oralor written representation or warranty not contained in this Contract shall be

rietary Information page 21 of 22

GE Power

binding on either party. Buyer's and Seller's rights, remedies and obligationsarising from or related to Products and/or Services sold under this Contract arelimited to the rights, remedies and obligations stated in this Contract. No

modification, amendment, rescission or waiver shall be binding on either partyunless agreed in writing.19.7 Except as provided in Article 15 (Limitations of Liability), this Contract is onlyfor the benefit of the parties and not for any third parties.19.8 This Contract may be signed in multiple counterparts that together shallconstitute one agreement.

20. U.S. Government Contracts20.1 This Article 20 applies only if the Contract is for the direct or indirect sale toany agency of the U.S. government and/or is funded in whole or in part by anyagency of the U.S. government.

20.2 Buyer agrees that all Products and/or Services provided by Seller meet thedefinition of 'commercial -off -the -shelf" ("COTS") or "commercial item" as thoseterms are defined in Federal Acquisition Regulation ("FAR") 2.101. To the extentthe Buy American Act, Trade Agreements Act, or other domestic preferencerequirements are applicable to this Contract, the country of origin of Products isunknown unless otherwise specifically stated by Seller in this Contract. Buyer

agrees any Services offered by Seller are exempt from the Service Contract Act of1965 (FAR 52.222-41). Buyer represents and agrees that this Contract is not



funded in whole or in part by American Recovery Reinvestment Act funds unlessotherwise specifically stated in the Contract. The version of any applicable FARclause listed in this Article 20 shall be the one in effect on the effective date of thisContract.

20.3 If Buyer is an agency of the U.S. Government, then as permitted by FAR12.302, Buyer agrees that all paragraphs of FAR 52.212-4 (except those listed in12.302(b)) are replaced with these Terms and Conditions. Buyer further agreesthe subparagraphs of FAR 52.212-5 apply only to the extent applicable for sale ofCOTS and/or commercial items and as appropriate for the Contract Price.

20.4 If Buyer is procuring the Products and/or Services as a contractor, orsubcontractor at any tier, on behalf of any agency of the U.S. Government, thenBuyer agrees that FAR S2.212 -5(e) or 52.244-6 (whichever is applicable) appliesonly to the extent applicable for sale of COTS and/or commercial items and asappropriate for the Contract Price.
