N4008519R5015.pdf

SEE ADDENDUM

(No Collect Calls)

N4008519R5015 26-Jul-2019

b. TELEPHONE NUMBER

(860) 694-5625

8. OFFER DUE DATE/LOCAL TIME

12:00 PM 15 Aug 2019

5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA – FAR (48 CFR) 53.212

(TYPE OR PRINT)

(SIGNATURE OF CONTRACTING OFFICER)

ADDENDA ARE

26. TOTAL AWARD AMOUNT (For Gov t. Use Only )

23.

CODE 10. THIS ACQUISITION IS

SUCH ADDRESS IN OFFER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT

BELOW IS CHECKED

TELEPHONE NO.

N400859. ISSUED BY

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a. UNLESS BLOCK

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

SHAWN A. DRAKE

2. CONTRACT NO. 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER

(TYPE OR PRINT)

30b. NAME AND TITLE OF SIGNER 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a.UNITED STATES OF AMERICA

0 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1. 52.212-4. FAR 52.212-3. 52.212-5 ARE ATTACHED.

25. ACCOUNTING AND APPROPRIATION DATA

1. REQUISITION NUMBER

20.

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

. YOUR OFFER ON SOLICITATION

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

% FOR:SET ASIDE:UNRESTRICTED ORX

SMALL BUSINESS

17a.CONTRACTOR/ CODE FACILITY

OFFEROR CODE

NAVFAC MID ATLANTIC

PWD NEW LONDON

BOX 26, BLDG 135

NAVAL SUBMARINE BASE NEW LONDON

GROTON CT 06349-5026

18a. PAYMENT WILL BE MADE BY CODE

RATED ORDER UNDER

DPAS (15 CFR 700)

13a. THIS CONTRACT IS AX

13b. RATING

DO-C2

CODE15. DELIVER TO CODE 16. ADMINISTERED BY

SEE SCHEDULE

12. DISCOUNT TERMS11. DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

SEE SCHEDULE

14. METHOD OF SOLICITATION

RFQ IFB RFPX

FAX:

TEL: SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8(A)

HUBZONE SMALL

BUSINESS

SIZE STANDARD:

$7,500,000

NAICS:

811310

OFFER DATED

29. AWARD OF CONTRACT: REF.

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

EMAIL:

TEL:

31c. DATE SIGNED

SEE SCHEDULE

SCHEDULE OF SUPPLIES/ SERVICESITEM NO. QUANTITY UNIT UNIT PRICE AMOUNT

24.22.21.19.

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

(CONTINUED)

PAGE 2 OF38

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

37. CHECK NUMBER

FINALPARTIALCOMPLETE

36. PAYMENT35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER

FINAL

33. SHIP NUMBER

PARTIAL

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42a. RECEIVED BY (Print)

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

Prescribed by GSA – FAR (48 CFR) 53.212

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

SEE SCHEDULE

20.

SCHEDULE OF SUPPLIES/ SERVICES

21.

QUANTITY UNIT

22. 23.

UNIT PRICE

24.

AMOUNT

19.

ITEM NO.

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Each Firm Fixed Price Base Year FY20

FFP

Provide all materials and services to provide an extended agreement on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT. Work includes performing maintenance inspections, unscheduled site visits, repairs including freight charges, remote monitoring and diagnostics and overhauls/exchanges in accordance with the statement of work as contained herein. (10/01/2019 - 09/30/2020).

FOB: Destination

PSC CD: J028

NET AMT

0002 1 Each OPTION Firm Fixed Price- FY21

FFP

Provide all materials and services to provide an extended agreement on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT. Work includes performing maintenance inspections, unscheduled site visits, repairs including freight charges, remote monitoring and diagnostics and overhauls/exchanges in accordance with the statement of work as contained herein. (10/01/2020 - 09/30/2021).

0003 1 Each OPTION Firm Fixed Price- FY22

FFP

Provide all materials and services to provide an extended agreement on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT. Work includes performing maintenance inspections, unscheduled site visits, repairs including freight charges, remote monitoring and diagnostics and overhauls/exchanges in accordance with the statement of work as contained herein. (10/01/2021 - 09/30/2022).

0004 1 Each OPTION Firm Fixed Price- FY23

FFP

Provide all materials and services to provide an extended agreement on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT. Work includes performing maintenance inspections, unscheduled site visits, repairs including freight charges, remote monitoring and diagnostics and overhauls/exchanges in accordance with the statement of work as contained herein. (10/01/2022 - 09/30/2023).

0005 1 Each OPTION Firm Fixed Price- FY24

FFP

Provide all materials and services to provide an extended agreement on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT. Work includes performing maintenance inspections, unscheduled site visits, repairs including freight charges, remote monitoring and diagnostics and overhauls/exchanges in accordance with the statement of work as contained herein. (10/01/2023 - 09/30/2024).

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0006 1 Each OPTION Turbine Overhaul & Engine Exchange-FY24

FFP

Option will be exercised prior to 30 Sept 2024. Provide all labor and materials to overhaul turbine and replace enging on the Solar Taurus Gas Turbine Generator (Turbine #6) located in the Power Plant on the Naval Submarine Base New London, Groton, CT.

MAX

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government 0003 N/A N/A N/A Government 0004 N/A N/A N/A Government 0005 N/A N/A N/A Government 0006 N/A N/A N/A Government

SPECIAL CONDITIONS

FAR Clause 52.212-4 entitled, "Contract Terms and Conditions — Commercial Items", is hereby incorporated by reference, in its entirety, except for certain sections that have been amended/replaced by the commercial terms set forth below under the heading "Addition/Changes to FAR Clause 52.212-4:

Additions/Changes to FAR Part 52.212-4 Contract Terms and Conditions:

52.212-4(a) Inspection/Acceptance. Replace this entire section with the following:

"The Government will rely on the contractor's assurances that the commercial item shipped conforms to the contract requirements. The Government receipt of commercial items will not prejudice its other rights under the contract."

52.212-4(1) & (m) Termination. Replace entire sections with the following:

"Termination/Cancellation:

Refurbished Equipment. Engineered Products: In the event of a termination or cancellation by Government of an Order for Refurbished Equipment or Engineered Products, Government shall immediately pay to Contractor the cancellation charges set forth in the chart below ("Cancellation Charges"):

Calendar Days: Cancellation Charges as a Straight Line % of Order:

From To Saturn:

Order 30 ARO 5-10%

31 ARO 60 ARO 10-20%

61 ARO 61 BSD 20-40%

60 BSD DELIVERY 100%

ARO = After Receipt of Order to proceed with refurbishment BSD = Before Scheduled Delivery Except where Cancellation Charges are designated as one hundred (100%) percent of the Order, title to all such Products in whatever stage of completion shall remain with Contractor. The payment of such charges shall not prejudice or affect a waiver of Contractor's rights to any other remedy.

Parts: An Order for Parts may be canceled at no charge at any time prior to shipment providing the Order is for Parts that Contractor normally maintains in inventory. Should the Government terminate or cancel an Order for any Part that is not normally stocked by Contractor, and the Part was specifically ordered or manufactured for the Government's requirements, the Government will pay to Contractor an amount based upon the Order price multiplied by Contractor's determination of the percentage of completion at time of cancellation. Except where cancellation charges are designated as one hundred (100%) percent of the Order, the foregoing assumes title to all Parts, at whatever stage of completion, shall be and remain with Contractor.

Field Services, Inspection/Overhaul, Repair and Exchange: An Order for Field Services, Inspection/Overhaul, Repair and Exchange may be canceled by Government at any time without charge prior to the start of work.

Orders canceled after the beginning of work shall be subject to Cancellation Charges based on Contractor's determination of the value of the time, materials and associated expenses incurred in performance of the Order plus the price for any specially procured or fabricated items not typically stocked by Contractor. Products actually installed in Government's equipment and/or parts not returnable to Contractor's inventory for sale to third parties shall be charged to Government's account at the applicable Order price.

An Order to overhaul a Government-supplied assembly in an Exchange transaction may not be canceled once the Government has taken possession of Contractor's overhauled assembly. In the event a formal exchange agreement has not been executed between Contractor and Government, prior to the shipment of Contractor's overhauled assembly, the Government remains subject to Contractor's exchange fee per Contractor's Standard Pricing.

Government is responsible for freight and insurance costs for shipment of exchange unit and return of Government's core. Government retains title to Government's core assembly until core assembly is delivered to Contractor's designated facility. Government's core assembly shall be delivered to Contractor's designated facility in accordance with Contractor's standard commercial terms."

FAR 52.212-4 (o)(p) Warranty. Replace this entire section with the following:

"Warranty: Contractor warrants the Products to be free from defects in workmanship and materials rendered or used by Contractor in the performance of the Order. Contractor warrants that the Field Services provided by Contractor under the Order will be performed in a workmanlike manner. These warranties are subject to below "terms of warranty" and shall apply only to claims made during the applicable warranty period as determined in accordance with the "period of warranty".

Period of Warranty: The applicable warranty periods are as follows, for:

i. Refurbished Equipment: The warranty period shall be the first to expire of that period (a) which begins upon such equipment first being placed in service or upon demonstrated capability to support such service and ends twelve (12) months thereafter, or (b) which begins on Contractor's notification to Government of the readiness of the Refurbished Equipment for delivery FOB Origin Contractor's facility and ends eighteen (18) months thereafter.

ii. Engineered Products: The warranty period shall be for twelve (12) months from the date of shipment from Contractor's facility.

iii. Parts: The warranty period is twelve (12) months from date of shipment from Contractor's facility.

iv. Repair: Parts replaced and work performed, are warranted for a warranty period of six (6) months from the date of shipment from Contractor's facility.

v. Inspection/Overhaul and/or Exchange Services: The warranty period is twelve (12) months from the date of shipment from Contractor's facility.

vi. Field Services. The warranty period is thirty (30) days from the date the applicable Field Services were furnished.

Terms of Warranty: For Products, Contractor's obligation under this warranty is expressly limited to repair or replacement, as Contractor elects, of any warranted and defective portion of the Products free of charge (excluding freight and labor costs to remove and replace) at Contractor's repair center, provided:

i. All Products are installed and used in accordance with Contractor's recommended practices;

ii. Any failed Products are returned to Contractor's repair center in accordance with Contractor's standard claim instructions, transportation charges prepaid;

ill. Contractor's examination of any failed Products confirms the existence of a warranted defect; and iv. Any claim under this warranty is made within thirty (30) days of discovery of the defect and, in any event, before the expiration of the applicable warranty period.

This warranty shall not apply to: (a) normal maintenance, service, adjustments; or consumables (b) the removal or reinstallation of any warranted Products: (c) any Products or parts of Products which have been repaired or altered unless such repair or alteration is done by Contractor; or, (d) any damage caused by the effects of corrosion, erosion, or wear and tear or failure occasioned by operation or any condition of service that more severe than specified by Contractor.

All claims for defective Field Services under this warranty must be made in writing immediately upon discovery but in any event within thirty (30) days from the furnishing thereof. Upon submission and substantiation of a claim, Contractor shall, at its option, either: (a) correct the defective services; or (b) refund an equitable portion of the price of the Field Service.

EXCEPTING ONLY WARRANTY OF TITLE, THE FOREGOING IS EXPRESSLY IN LIEU OF ALL

OTHER WARRANTIES, REPRESENTATIONS AND LIABILITIES WHATSOEVER, EXPRESSED,

IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SUPPLEMENTAL COMMERCIAL TERMS AND CONDITIONS

1. TITLE AND DELIVERY: Title and risk of loss to the Products shall pass to Government upon Contractor's delivery of the Products FOB Origin Contractor's facility, subject to any security interest retained by Contractor.

Freight or shipping obligations that are inconsistent with the delivery term FOB Origin shall have no bearing on the passage of title or risk of loss. Contractor warrants that its transfer of ownership is rightful and free from any security interest, lien or encumbrance of third parties.

Unless otherwise stated in the Order, Government is responsible for delivery of the Products and Government's equipment/assemblies upon which services will be performed, to Contractor's facilities as well for the collection and shipment there from. Contractor will perform the Order as contracted for and notify the Government or Government's agent when ready for shipment.

All parts or items removed and replaced by Contractor during Inspection/Overhaul, Repair, Field Service and/or Refurbished Equipment service become the property of Contractor unless otherwise specified in advance in writing. If Government so specifies, any associated costs are to Government's account.

Government will notify Contractor at time of Order placement if transportation will be via air, surface or sea.

Contractor's packing for shipping purposes will be appropriate for the type of transportation to be utilized. Any claims against Contractor for damages or shortages must be filed with Contractor within thirty (30) days after receipt of Products or shipper's notice of loss, whichever shall occur first, and must be accompanied by Contractor's shipping documentation and full particulars of any such claim.

2. PACKING/PACKAGING: Contractor shall utilize standard commercial practice.

3. SUSPENSION OF ORDER OR DELAY IN DELIVERY: Government's request for a suspension of any Order or for a delay in delivery or performance are subject to Contractor's written agreement and scheduling constraints.

Such suspensions or delays may result in adjustments to prices, payments and delivery schedules. If a suspension is more than sixty (60) days in duration, Government agrees to pay Contractor within ten (10) days of an invoice therefore, pro rata, for the portion of the Order completed. In the event that Contractor's performance has proceeded to the point that Contractor deems it cannot reasonably reschedule completion, or the request for suspension is received less than sixty (60) days prior to scheduled delivery or completion of performance, the Order shall be completed, invoiced, and the Products placed in storage at Government's expense. When placed in storage, title and risk of loss to the Products shall transfer to Government, and Contractor shall retain a security interest therein until payment of the total Order price is received.

4. RIGHTS TO DRAWINGS AND DATA / INTELLECTUAL PROPERTY: Contractor may, in the course of its performance of the Order, disclose technical , Training, Documentation, drawings, computer programs, computer data files and the like (collectively, "Information") to Government. All such Information is confidential or proprietary and Government agrees: (a) to hold such Information in confidence and not to disclose it to third parties; (b) not to use the Information for any purpose other than that for which it was provided; (c) not to copy the Information (additional copies may be purchased); (d) to protect the Information from unauthorized access, use and disclosure allowing only those of Government's employees who have a need to know the Information access thereto. Government understands and agrees that upon termination of the Order, Contractor may terminate Government's right to use the Information and require the destruction of, or require the return of the Information and other materials (including translations) embodying the Information.

Engineering designs, data, and other such information specifically prepared for Government and identified under the Order are provided to Government pursuant to a nonexclusive, paid up, perpetual license for use only with the Products. Such license rights shall be deemed transferred fully to successors who acquire the Products, at which time the Government's license will expire.

5. TESTS / INSPECTIONS: Contractor's normal tests and inspections of the Products, and any special tests expressly set forth in the Order are open to Government's observation and in a manner agreeable to Contractor, subject to Contractor's standard security procedures. Special tests and inspections that are outside the scope of the Order may be requested by Government in writing and may be arranged, subject to Contractor's reasonable discretion and scheduling constraints. In such cases, Contractor shall add a reasonable adjustment to the Order price, which reflects the added price for such special tests and inspections.

6. INSURANCE: Contractor shall provide, pay for, and maintain in full force and effect during all periods of performance of the underlying Order, its "standard insurance" consisting of WORKERS' COMPENSATION (at the statutory amount), EMPLOYER'S LIABILITY (in the amount of $1,000,000), COMMERCIAL GENERAL LIABILITY (in the amount of $1,000,000), and AUTOMOBILE LIABILITY (in the amount of $1,000,000).

7. INDEPENDENT CONTRACTOR: At all times while performing the Order, Contractor shall be deemed to be an INDEPENDENT CONTRACTOR and not an employee or agent of Government. Government's employees, agents, or subcontractors assigned to assist Contractor or who attend Contractor's Training classes may receive temporary instructions or technical directions or the like from Contractor, but shall at all times be considered the employees, agents, or subcontractors of Government and not of Contractor.

8. CUSTOMER RESPONSIBILITIES: All utilities, compressed air, fresh water, cleaning solution, power and fuel required to carry out the scheduled tasks; engine, package, and generator air inlet filters and all fluids necessary to operate the Covered Equipment;

• Adequate bench space for tear down of small parts;

• Qualified personnel for starting, operating and stopping the Covered Equipment as Solar may request in order to accomplish the scheduled tasks (since Solar personnel are not permitted to operate Customer's equipment); and,

• The disposal of waste materials or hazardous materials, including but not limited to such materials as dirty rags, oils, greases, solvents, materials removed from the packages, and similar waste materials generated in the ordinary course of performing the work, provided the materials were generated from the work performed under this agreement.

9. LIMIT OF LIABILITY. Neither Government nor Contractor or their affiliates, subcontractors, agents and/or employees shall be liable for any incidental or consequential damages, including without limitation, loss of products, loss of profit (other than amounts due under the Order), loss of use, losses resulting from or related to downtime of the Products, Field Services or the cost of replacement power or compression, howsoever caused, and whether based on warranty, contract, tort (including negligence), strict liability or otherwise. The liability of Contractor, its affiliates, subcontractors, agents and employees arising out of the performance or nonperformance of its obligations in providing Products and/or the rendition of Field Services in connection with this Order, whether based on warranty, contract, tort, (including negligence), strict liability or otherwise shall not exceed in the aggregate a sum equal to the Order price. Government shall not institute any suit or action regarding the Order against Contractor or any of Contractor's subsidiaries, agents or employees unless filed within one (1) year of the event giving rise to the claim. The limitations of liability set forth in this Article shall prevail over any conflicting or inconsistent provisions contained in any documents comprising the Order.

10. FORCE MAJEURE. Contractor shall not be liable for any delay in performance, any nonperformance, or any other deviation in performance of Contractor's obligations, nor for any loss or damage to the Products supplied hereunder, when occasioned directly or indirectly by any cause or causes beyond the reasonable control of Contractor or its subcontractors or suppliers, including, but not limited to, acts of God; acts of criminals or public enemy; war; riot; official or unofficial acts, orders, regulations or restrictions of any foreign or domestic government or agency thereof; acts of Government or its employees or representatives; strikes or labor difficulties involving employees of Contractor or any other party; failure, shortage or delay in Contractor's usual sources of labor or material supply. Contractor shall have a reasonable extension of the time for performance when delayed by any such cause.

EXTENDED SERVICES AGREEMENT

STATEMENT OF WORK

This agreement for the provision of extended services (referred to herein as "Extended Services Agreement" or "Agreement") is entered into by and between

THE UNITED STATES NAVY, Naval Facilities Engineering Command, Public Works Department, Naval Submarine Base New London, Groton, CT hereinafter referred to as "Customer", and

SOLAR TURBINES INCORPORATED, a Delaware corporation, with its principal place of business at 2200 Pacific Highway, San Diego, California, 92101 (Mail Address: P.O. Box 85376, San Diego CA 92186-5376) hereinafter referred to as "Solar", With reference to the following facts:

RECITALS

A. Customer owns certain turbo machinery manufactured by Solar and installed in Groton, Connecticut.

B. Customer desires to purchase from Solar extended service and maintenance for certain machinery as described herein, and Solar desires to perform such extended service and maintenance on the terms and conditions and at the pricing contained in this Agreement.

NOW, THEREFORE, for valuable consideration, the parties hereto agree as follows:

ARTICLES

I. TERM.

The term ("Term") of this Agreement shall be for a maximum period of sixty (60) months beginning on 1 October 2019. The basic contract term shall be for twelve (12) months, with four (4) additional twelve (12) month option periods.

2. COVERED EQUIPMENT.

The equipment covered by and subject of this Agreement (herein referred to as the "Covered Equipment") shall be that product or products listed in Exhibit A, which list may be modified by agreement of the parties.

This coverage is limited by the provisions contained in this Agreement, in particular those at Article 10, below.

3. SCOPE.

3.1. Scheduled Maintenance Inspections: The services to be performed by Solar under this Agreement shall include all Solar field service labor and subsistence for regularly scheduled maintenance inspections by qualified Solar personnel. The scheduled services shall consist of two (2) basic, one (1) Semi-annual and one (1) Annual inspection(s). The particular services to be performed for each level of inspection are set forth in Exhibit B hereto. Solar will provide without charge to the Customer, parts, filters, consumables to complete the inspections, except as excludedd under this Agreement. Components and end devices will be inspected and calibrated in accordance with the Solar Operation and Maintenance Manual or Industry Standard Practices. Repairs or replacements will be per Article 3.3 below.

3.2. Non-scheduled Site Visits: All necessary non-scheduled site visits for maintenance, trouble-shooting or component replacement during the Term of this Agreement and all Solar field service labor and subsistence relating to such visits is included (subject to the additional charges referenced in Article 10, below).

To prevent unnecessary or excessive travel by Solar personnel, minor service that in no way jeopardizes performance, safety or reliability of the equipment or installation may be scheduled at a time appropriate and convenient for both parties. Solar will have a Field Service Representative on site within twenty-four (24) hours of receiving a call from the Customer for trouble calls.

3.3. Repairs: With respect to the Covered Equipment, and subject to the provisions of Article 3.2, 3.6, and 10 hereof, during the Term of this Agreement, Solar, at its option, will repair in its facility, or, replace, any malfunctioning component or part within a reasonable time, without charge for parts or shop labor, except as provided under this Agreement. Solar reserves the right, in its sole discretion, to replace any such component or part with either a new or a factory rebuilt part; or, to replace complete assemblies instead of individual components thereof. Where Solar determines it cannot support the repair of the Covered Equipment because the part or component necessary for the repair is obsolete, it will notify Customer of the additional charge for that part(s) or component(s) and associated labor. Examples of such items are control systems retrofits, starter system upgrades, or fire suppression system upgrades.

3.4. Freight Charges: For all repairs or replacements covered under this Agreement, the Customer shall be responsible for the packaging and cost of shipment of the malfunctioning part to the designated Solar facility.

Solar shall be responsible for all costs of the return shipment of such replacement or repaired part from the Solar facility back to the equipment site, or, for offshore locations, from the Solar facility back to the Customer designated onshore location.

3.5. NOT USED

3.6. Overhauls Not used

3.7. Customer Responsibilities.

(a) In general, Customer shall ensure that at all times the Covered Equipment and all related equipment and components are properly and correctly installed in accordance with applicable specifications, drawings and recommendations, and are maintained and operated at all times in accordance with all operating and maintenance manuals, instructions, procedures and other recommendations of Solar or other applicable manufacturer or supplier.

(b) Customer shall promptly notify Solar of any observed operating abnormalities or malfunctions of Covered Equipment.

(c) Customer shall provide required hands-on site labor to perform all daily operating and maintenance functions per the Operation and Maintenance Manual, properly maintain an operating and maintenance log, take reasonable precautionary measures, and to assist Solar Field Service personnel.

3.8 In order for Solar to accomplish the assigned tasks, Customer shall provide and furnish at no expense to Solar and when required:

1. Heavy lifting equipment such as "A-frames," hoists, cranes, safety certified for use in this application. Customer shall provide support with operators, if necessary, for change out or moving the Covered Equipment;

2. All utilities, compressed air, fresh water, cleaning solution, power and fuel required to carry out the scheduled tasks; engine, package, and generator air inlet filters and all fluids necessary to operate the Covered Equipment;

3. Adequate bench space for tear down of small parts;

4. Qualified personnel for starting, operating and stopping the Covered Equipment as Solar may request in order to accomplish the scheduled tasks (since Solar personnel are not permitted to operate Customer's equipment); and,

5. The equipment logs for all Covered Equipment, which logs shall record all equipment operation, performance and maintenance performed by Customer on the Covered Equipment between Solar inspection visits.

6. The disposal of waste materials or hazardous materials, including but not limited to such materials as dirty rags, oils, greases, solvents, materials removed from the packages, and similar waste materials generated in the ordinary course of performing the work, provided the materials were generated from the work performed under this agreement.

4. PRICING.

4.1. Monthly Fee: During the fiscal year commencing October 1, 2019, the Monthly Fee for this Agreement shall be one twelfth (1/12) of the amount of Contract Line Item Number (CLIN) 0001. This Monthly Fee is subject to a three and one half percent (3.5%) yearly adjustment as specified in the pricing schedule under the follow-on CLINS, and payable each month thereafter throughout the Term of this Agreement (herein "Monthly Fee."). The Monthly Fee shall be invoiced in arrears and such invoice(s) shall be due and payable 30 days from the date of the invoice.

4.2. NOT USED

4.3. No Offsets: Customer acknowledges that this Agreement is for prepaid service work, and Customer's obligation to pay each and every Monthly Fee as due for the Term of this Agreement, or until the end of this Agreement in the event of termination by either party under Article 11, below, is material to Solar's continuing performance, and shall be absolute. That means, for example, that Customer shall not be entitled to any abatement of the Monthly Fee, or reduction or setoff against the Monthly Fee due to any present or future claim Customer may have against Solar.

5. SCHEDULING:

The objective of the parties under this Agreement is to obtain improved equipment efficiency and more effective utilization while minimizing downtime. To that end, for tasks hereunder requiring engine shutdown, Solar will cooperate with Customer to schedule the work at such times as will minimize Customer disruption or downtime. All Solar visits, except non-scheduled emergency maintenance, shall be scheduled at specific times mutually agreed upon by Solar and Customer.

6. REPORTS:

6.1. Check sheet Report: A check sheet report of work accomplished will be furnished by Solar to Customer upon conclusion of each scheduled inspection visit.

6.2. Written Reports: A formal written report will be furnished following the inspections.

The semi-annual and annual reports will cover engine condition, tube oil analysis and vibration analysis.

7. SAFETY.

7.1 General: Customer shall provide a secure and safe work environment that safeguards people, equipment and the environment.

7.2 Safety Induction: Customer shall provide a site safety induction as specified by the site or facility manager. At a minimum, the induction shall cover main site risks and hazards, relevant site rules and procedures, work permit system, specific protective equipment requirements, safety issues and resolution process, incident reporting requirements, emergency response preparedness, site environmental management requirements, relevant chemical MSDS and their location.

7.3 Stop Work Authority: Either Party reserves the right to halt work to ensure compliance with reasonable and safe work practices and with all applicable federal, state, and local laws, rules, and regulations.

7.4 Customer will perform rigging and lift operations as necessary to complete the scope of works as indicated in Article 11. All lifting and rigging gear shall be provided by customer and must meet legal requirements, be adequate to carry out lifting operations safely, must be accompanied with evidence of current and appropriate test certificate(s), and be re-certified every twelve (12) months — minimum or as required by local regulatory requirements which ever is the most stringent. Only equipment that meets the strength and stability provisions and is correctly marked shall be used.

8. CHANGES:

Requests by either party for any modifications or changes to this Agreement including, additions, deletions or other revisions, must be issued in writing and executed by an authorized representative of each party. All such requests may result in adjustments to price and delivery schedules.

9. ASSIGNMENTS:

Any assignment of this Agreement or any rights or obligations thereunder by either party without the prior written consent of the other party shall be void except that Customer's consent is not required for the substitution or assignment to a subsidiary or an affiliated company of Solar in place of Solar as the contracting party to perform any work required in Customer's country, as applicable. In the event of such assignment, Customer shall be advised thereof in writing.

10. EXCLUSIONS:

10.1 General: This Agreement does not include nor cover any malfunction or other required repair or replacement of any Covered Equipment, nor the costs of any replacement part, repair, labor, overhaul, supervision or freight for any malfunction of the Covered Equipment attributable to:

(a) Installation of the Covered Equipment or any related equipment or component not in accordance with applicable specifications, drawings, or other recommendations of Solar or other applicable manufacture or supplier;

(b) Operation of the Covered Equipment or any related equipment or component not in accordance with all recommended operating and maintenance manuals, instructions, procedures or other recommendations of Solar or other applicable manufacturer or supplier, or by other than fully qualified and properly trained personnel;

(c) Any malfunction of Covered Equipment where such malfunction is caused by or the result of: (i) any foreign object damage, or (ii) any malfunction of a part or component not covered by this Agreement, regardless of the reason for the malfunction of such other part or component; or

(d) Any damage caused by the effects of corrosion or erosion,ny malfunction caused by Customer's (including its employees', subcontractors' or agents') negligence of or improper use, misuse or abuse of the Covered Equipment.

10.2 Other Work: Solar's list prices for parts and labor in effect at the time will apply to all parts repaired or replaced or work performed which is outside of and otherwise beyond the scope of this Agreement.

11. TERMINATION:

11.1 By Solar: Solar may terminate this Agreement by a thirty (30) day written notice, without liability to Customer, in the event that in Solar's judgment such termination is necessary:

(a) To comply with local labor regulation, labor union working agreements or other limitations on the ability of Solar to fulfill its obligations hereunder which are beyond Solar's reasonable control;

(b) To comply with the laws of any city, county, state, country, nation or the request or determination of any administrative agency having jurisdiction of the subject matter hereof;

(c) For failure of Customer to follow Solar's operating and maintenance manuals, instructions, procedures, and other recommendations pertaining to the Covered Equipment and its operation or other matters directly affecting the operation of the Covered Equipment; or

(d) For failure of Customer to pay in full and on time any Monthly Fee or other amount due Solar hereunder, after thirty days written notice of such failure.

11.2 By Customer: Customer may terminate this Agreement by a thirty (30) day written notice, without liability to Solar in the event that the Covered Equipment is taken out of service indefinitely or funding is not available.

11.3 Continuing Duties: Termination by either party hereunder, shall not relieve Solar of providing services required to be performed up to the effective date of such termination, nor relieve Customer of its duty to pay the Monthly Fee, prorated as necessary, to the effective date of such termination, or any other reimbursements, fees or expenses required to be paid to Solar by the terms of this Agreement. All obligations of Solar to provide inspections, repairs, maintenance, or overhauls, or any other work shall cease as of the effective date of such termination.

12. LIMITATION OF LIABILITY

12.1 Limitation of Liability: Notwithstanding any contrary provisions contained in this Agreement:

(a) Solar shall not be liable for, nor shall Customer make claim for, damages for loss of profits, or revenue resulting from failure to provide services hereunder or causally related to services provided, or based on any failure to report installation, equipment or operating deficiencies or defects.

(b) Solar shall not be liable for any incidental or consequential damages, including, but not limited to, loss of product, loss of profit, or loss of use, whether such claim for damages is based upon contract, negligence, or any other theory of liability at law or at equity.

(c) Solar shall not be responsible for any damage to the property of Customer or for injuries to Customer including its employees, agents, or other persons except to the extent such damage or injury is attributable to the sole negligence of Solar.

(d) The total liability of Solar arising out of performance or nonperformance of obligations in connection with the supply of products and services hereunder, whether based on contract, warranty, tort (including negligence), strict liability or otherwise shall not exceed in the aggregate a sum equal to one (1) year's total amount of Monthly Fees to be paid to Solar hereunder. No claim shall be asserted against Solar, its affiliates, subsidiaries, agents, and employees unless the injury, loss or damage giving rise to the claim is sustained prior to the expiration of this Agreement, and any claim for damages must be commenced within one (1) year after the event giving rise to the claim.

12.2 The limitation of liability set forth in this Article 12 shall prevail over any conflicting or inconsistent provisions contained in any of the documents comprising this Agreement, except to the extent such conflicting or inconsistent provisions further restrict Solar's liability.

13. NOTICES:

All notices in writing hereunder may be given by regular mail, telex or facsimile addressed to the party at the address set forth in this Agreement. Notices to Solar should be marked to the attention of "Vice-President, Customer Services". Such address may be changed by a party giving written notice thereof. Notices properly addressed and stamped, shall be presumed to have been received by the addressee seven days following proper mailing.

14. SEVERABILITY:

In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith and agree as to such amendment, modification or supplement of or to this Agreement, that to the maximum extent practicable in light of such determinations, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect.

15. ENTIRE AGREEMENT:

This Agreement is expressly acknowledged to constitute the entire Agreement between Customer and Solar relating to the subject matter hereof and to supersede all prior written and oral agreements and undertakings and all contemporaneous oral representations or warranties in connection therewith. NEITHER CUSTOMER

NOR SOLAR HAS MADE OR MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS,

IMPLIED, OR STATUTORY, EXCEPT AS HEREIN SPECIFICALLY SET FORTH, AND CUSTOMER

AND SOLAR HEREBY EXPRESSLY ACKNOWLEDGE THAT NO SUCH REPRESENTATIONS OR

WARRANTIES HAVE BEEN MADE BY THE OTHER PARTY. No waiver, alteration, or modification of any of the provisions of this Agreement, or its incorporated documents, shall be binding unless in writing and signed by a duly authorized representative of Customer and Solar.

16. CONFIDENTIAL INFORMATION. RIGHTS TO DATA. AND ELECTRONIC ACCESS.

16.1 Confidential Information. In the course of Solar's performance of this Agreement it may disclose technical information, training documentation, drawings, computer programs, computer data files and the like (collectively, Information") to Customer. All such Information is confidential or proprietary and Customer agrees to hold such Information in confidence and not to disclose it to third parties nor to use the Information for any purpose other than that for which it was provided. Furthermore, at the end of the Term of this Agreement, Customer shall return all such Information provided to Customer by Solar.

Prior to and during the Term of this Agreement, the Customer may provide Solar with information considered confidential to Customer. Solar understands and agrees to hold said information, which has been marked, labeled, and otherwise designated as confidential and/or proprietary by Customer in confidence and not to disclose it to any third party.

16.2 Rights to Data: Engineering designs, data and other information specifically prepared for Customer and identified under the Agreement will be provided to Customer at the end of the Term pursuant to a fully paid, nonexclusive license for use only with the Covered Equipment. Such items may include maintenance records, parts numbers, tasks performed and other such maintenance information regarding the Covered Equipment completed pursuant to the Agreement.

N4008519R5015

EXHIBIT A – COVERED EQUIPMENT

The following turbine package(s) is included in this Agreement and shall be considered Covered Equipment. The addition of equipment not shown below may be discussed and agreed upon separately.

Package

S/N Project Definition

Number Model Type Site Location

TG96219 49141

Taurus 60 Standard Combustion w/Water Injection Model T7001

GSC Groton, CT

To include the following major components and subassemblies:

Gas Turbine Generator Set Package and Systems

Scheduled Inspection

Maintenance

Repair or Overhaul (Exchange) As Required

Gas Turbine Engine (Gas Producer and/or Power Turbine)

Included Included

Gearboxes* (Speed Decreasing and Accessory Drives)

Included Included

Generator Included (Repair Only)

Turbine Control System* Included Included

Start System* (VFD Maintenance and repair included)

Included Included

Fuel System* (VFD Maintenance and repair included)

Included (Excludes off-skid Fuel Equipment)

Lube Oil System (VFD Maintenance and repair included)

Included (Cooler assembly Excluded)

Battery Charger Included (Excludes Replacement Batteries)

Air Inlet System Included (Excludes Replacement Air Filters, Bellows & Ducting)

Exhaust System Included Not Included

Package Enclosure & Ventilation Included Not Included

(Excludes Replacement Air Filters)

Unit Fire and Gas System* Included (Excludes Bottles & Extinguishing

Media)

Vibration System* Included Included

*NOTE: For obsolete components or hardware applications refer to Section 3.3 ‘Scope of Work’ hereof

EXHIBIT B – GENERAL SCOPE OF SCHEDULED SERVICE

Based on equipment configuration and operating conditions of the Covered Equipment, the scheduled services may include the following:

Air Systems Basic Semi-

Annual Annual

Inspect air inlet housing (obstructions, leaks or contamination) Record differential pressure (DP)

X X X

If self-cleaning air filters used, inspect supply pressure Manually cycle through cleaning operation as required

X X X

Inspect inlet guide vanes and position. Inspect linkage and actuation systems. Inspect electric / hydraulic actuators for cleanliness or damage

- X X

Inspect engine compressor variable vane mechanism for wear.

Inspect for bent arms, loose linkage or loose bushings

X X X

Inspect bleed valve actuator mechanism for proper operation.

Electric / hydraulic actuators, inspect shafts for cleanliness or scoring

- X X

Inspect intake and exhaust systems (debris, leaks, damage) X X X

Inspect evaporative cooler for proper operation, if equipped. - X X

Inspect enclosure vent fans and filters. - X X

Electrical and Control Systems Basic Semi-

Annual Annual

Visually inspect gages and indicators for proper operation X X X

Inspect control console electrical connections for cleanliness and security

X X X

Verify and record speed magnetic pickup sensor output - X X

Inspect condition of thermocouple harnesses and supports - X X

Inspect fire detectors for cleanliness and sensitivity. X X X

Test fire eyes and thermal devices. Verify system solenoids for proper operation

- X X

For enclosed units, test hazardous package sensors / detector(s) calibrate as required

- X X

Inspect critical gages calibrate, fill, or replace as required

- X X

Inspect speed and temperature control boxes, if equipped calibrate as required

- X X

Inspect and Verify back-up over-speed protection monitor calibrate as required

- X X

Check gas detection devices - X X

Visually inspect control console - X X

Inspect and verify safety warning and shutdown devices calibrate or adjust as required

- X X

Inspect and verify package vibration monitoring and associated vibration devices (transducers)

- X X

Inspection of charger (batteries) for condition and proper operation.

- X X

Replace PLC battery - - X

Fuel Systems Basic Semi-

Annual Annual

Record fuel pressure As required – customer adjust regulator (maybe off package)

X X X

Inspect fuel control system (Integrity, leaks, proper operation) May include fuel System (valves, actuators, linkage & connections)

X X X

Inspect fuel control poppet valve Replace as required (condition based)

- X X

Inspect pilot gas filter element Replace as required (condition based)

- X X

Disassemble, clean, and/or rebuild gas shutoff pilot control valves as required (condition based)

- X X

Inspect and lubricate liquid fuel shutoff valves Reassemble with new o-rings

- X X

Inspect and clean fuel strainers - X X

Inspect fuel injectors for cracks, excessive oxidation or damage Remove or replace as required

- X X

Inspect, clean, and/or rebuild primary and secondary fuel shutoff valves (condition based)

- X X

Inspect igniter torch housing for cracks and excessive erosion, inspect discharge tube for chaffing wear. Replace as required

- X X

Inspect air purge manifolds (discoloration, cracks, overheating) X X X

As required - Liquid / Dual Fuel units, inspect purge system for proper operation

- X X

General Basic Semi-

Annual Annual

Review unit operating data X X X

Inspect package lines and hoses (leaks, wear, chaffing) Correct as required

X X X

Inspect mechanical linkages (wear, looseness) Correct as required

X X X

Visually inspect entire package for fuel, oil, and air leaks X X X

Check condition and operation of solenoids and shutoff valves Correct as required (kits as necessary)

X X X

Inspect package for unusual noise, discoloration, cracks, and chaffing lines – Correct as required

X X X

Visually inspect exhaust bellows for cracks or distortion X X X

Perform cleaning of engine per Performance Condition or as required (Off-line detergent wash)

X X X

Perform borescope inspection of the compressor, combustion section, and the power turbine

- X X

Conduct vibration survey. - X X

Lubricate all electric motors that are equipped with grease fittings per recommended schedule or as required

- - X

Check all safety valves as required - X X

Inspect, clean/replace all package filters – condition based (excludes air inlet filters)

- - X

Witness turbine restart, record acceleration time. Monitor control system for proper sequencing

X X X

Conduct engine performance analysis on As required – condition based

- - X

Generator (Driven Equipment) Basic Semi-

Annual Annual

Inspect generator for cleanliness. Inspect fan blades, generator rotor and stator for contamination and damage

- - X

Inspect coupling shear bolts for wear or damage - X X

If required – disassemble, clean, inspect gear engagement wear, repack (Solar coupling grease) re-assemble (new gaskets)

- - X

As required, based on vibration data, check and realign driver/driven equipment

- - X

As required, oversee contractor in cleaning the generator utilizing OEM recommendations or Industry Standard Practices

- - X

Lube Oil and Servo Oil Systems Basic Semi-

Annual Annual

Inspect Lube oil tank level Record oil consumption

X X X

Verify proper…