c------- Pi

Resolution No. 2019- 34 R

A resolution authorizing the City Manager to execute a contract for the purchase andinstallation of a 1, 250kW standby diesel generator for the Surface Water TreatmentPlant from PowerSecure, Inc. in the amount of$ 928, 619. 00, and declaring an effectivedate.

Whereas this agreement sets forth the terms and conditions for the purchase and

installation of a 1, 250kW diesel generator with a 24- hour fuel tank, and includes a 10- year

warranty, along with one year of maintenance and monitoring services;

Whereas this generator is to be installed at the Surface Water Treatment Plant

which is a critical piece of the City' s water treatment system and will ensure the City' sability to supply treated surface water to its citizens; and

Whereas this expenditure is exempt from the bidding requirements ofTexas LocalGov' t Code § 252. 021 because it is necessary to preserve or protect the public health orsafety of the municipality' s residents in accordance with § 252. 022( a)( 2) of the Texas LocalGov' t Code;

Now therefore, be it resolved by the City Council of the City of Victoria, Texas:

1. The City Manager is authorized to execute a contract for the purchase and installation of a1, 250kW standby diesel generator for the Surface Water Treatment Plant from PowerSecure, Inc. in theamount of $928, 619. 00, substantially in the form attached hereto as Attachment " A" and incorporatedherein, with changes in form as approved by the City Attorney.

2. This resolution shall become effective immediately upon adoption.

Passed, this the19th

day of March, 2019Ayes: 6

Nays: 0

Abstentions: 0

Approved and adopted, this the19th

day of March, 2019

c-------9/%

u/( ( Piaul Polasek, Mayor of the

City of Victoria, Texas

Attest: Approved as to Legal Form:

k 7t

April Hilbrich, City Sec 41 %` 1 Thomas A. Gwosdz, City Atto r ey1I

Distribution: Legal Dep t ` Copies sent:March 2019

Public Workst.Finance Departme

1609 Heritage Commerce Court

Power @Ctsr , Wake Forest, NC 27587

Attachment "A"Phone: 816- 347- 5455

1- 866-347- 5455

Fax 919-556- 3596

www.PowerSecure.com

Confidential& Proprietary

March 19, 2019

Mr. Gilbert Reyna

Director of Finance

The City of Victoria700 Main Street

Suite 100

Victoria, TX 77901

RE: PowerSecure Interactive Distributed Generation® Services

The City of Victoria

Dear Mr. Reyna:

We are pleased to submit this proposal to provide the City of Victoria with PowerSecureInteractive Distributed Generation®( IDG®) Services. We will provide three ( 3) IDG® Systems as

noted below to serve the Standby, Load Curtailment, and Load Management needs of yourfacilities.

Location # 1: Water Plant# 3 - 3209 North Ben Jordan, Victoria, TX

625kW Standby; 540kW Prime; 480V

Location # 2: Regional Waste Water Treatment Facility - 923 Highway 59, Victoria, TX1, 250kW Standby; 1, 080kW Prime; 480V

Location # 3: Surface Water Treatment Facility - 2801 North Vine Street, Victoria, TX

1, 250kW Standby; 1, 080kW Prime; 480V

This letter and the attached Exhibits will serve as our formal Agreement.

PowerSecure will provide this IDG® System on a turnkey basis including:

Engineering/ Design

PowerBlock® Generation Equipment

NexGear® Advanced Paralleling Switchgear

IDG® System Installation

Five Year Bumper to Bumper" Best in Industry" Warranty on the Entire iDG System

Optional Extended 10 Year (yrs. 6- 10) Bumper to Bumper" Best in Industry" Warranty

on the Entire iDG System

In- service Training


Po 'c r SecureeWake Forest, NC 27587

Phone: 919- 556- 3056

IMUSVaginna 1- 866- 347- 5455

Fax 919- 556- 3596

www. PowerSecure. com


Optional IDG® Management Services

Annual IDG® System Maintenance Services

Annual NexGeai Switchgear Maintenance Services

Annual PowerControl® Monitoring/ Dispatch Services

Annual Fuel Management Services

Environmental Permitting Assistance

A Scope of Services can be found in Exhibits Al —A3. Exhibit B includes our Standard

Terms and Conditions for this project. Optional Annual IDG® Management Services are

described in Exhibit C. We would expect this project to be completed and operational by August1, 2019 provided a Notice to Proceed is received on March 19, 2019 and there are no

extenuating permitting issues that would delay our construction schedule. ( e. g. FEMA FloodZone)

Our Quotation for this project is as follows:


povvierSecLIreWake Forest, NC 27587

Phone: 919- 556- 3056

y0 1- 866- 347- 5455

Fax 919- 556- 3596



Location # 1: Water Plant# 3 - 3209 North Ben Jordan, Victoria, TX

Option # 1 — Turnkey Purchase

Accepted:

Initial)

I. Turnkey Scope of Work per Exhibit A:* 494, 549

II. 10 Year BTB IDG® System Warranty: 23, 895

III. Annual IDG® System Management Services

per Exhibit C:

a. Engine Generator Maintenance 4, 545

b. Switchgear Maintenance 958

c. PowerControl° Remote 24/ 7 Monitoring 1, 500

Total Annual** 7, 003

Quote Good for 30 Days

Does Not Include Sales Tax

Subject To Annual Escalation after Year Two.

Option # 2— 15 Year Operating Agreement

This option provides the City of Victoria with an opportunity to receive the same equipment andservices as described in the Turnkey option without the up- front capital requirement. Instead, theequipment will be owned, operated, and maintained by PowerSecure on behalf of the City ofVictoria for an annual fee. This fee is materially reduced by allowing PowerSecure to utilize theassets in various economic response programs. The terms and conditions of this agreement are

defined in the attached " Master Distributed Generation Services Agreement" and the Task Order

associated with this specific location.

Annual Fee— Year 1* 41, 361

Subsequent years subject to 2% escalation per year)


PowerSecureWake Forest, NC 27587

Phone: 919- 556- 3056

1- 866-347- 5455

Fax 919-556- 3596

www.PowerSecure.com


Location # 2: Regional Waste Water Treatment Facility - 923 Highway 59, Victoria,TX

Option # 1 — Turnkey Purchase

Accepted:

Initial)




per Exhibit C:


b. Switchgear Maintenance 1, 917

c. PowerControl® Remote 24/ 7 Monitoring 2, 700





Option # 2— 15 Year Operating Agreement

This option provides the City of Victoria with an opportunity to receive the same equipment andservices as described in the Turnkey option without the up- front capital requirement. Instead, theequipment will be owned, operated, and maintained by PowerSecure on behalf of the City ofVictoria for an annual fee. This fee is materially reduced by allowing PowerSecure to utilize theassets in various economic response programs. The terms and conditions of this agreement are

defined in the attached " Master Distributed Generation Services Agreement" and the Task Orderassociated with this specific location.

Annual Fee— Year 1* 59, 984

Subsequent years subject to 2% escalation per year)


ake Forest, NC 27587

Power Secure WPhone: 919- 556- 3056

1- 866- 347- 5455

Fax 919- 556- 3596



Location # 3: Surface Water Treatment Facility - 2801 North Vine Street, Victoria, TX

Accepted:

Initial)




per Exhibit C:


b. Switchgear Maintenance 1, 917

c. PowerControl° Remote 24/ 7 Monitoring 2, 700






Powe t~ SecureWake Forest, NC 27587

Phone: 919- 556- 3056

1- 866- 347- 5455

Fax 919- 556- 3596



Our payment terms will be as follows:

Upon of Contract Terms

Agreement Signing 30% Upon Receipt of

Receipt of IDG® System Submittal 20% Invoice Net 30 Days

Equipment Shipping Date to Site 25%

Substantial Completion of Installation 15%

Final Commissioning/ Start- up 7. 5%

In- Service Training & Owners Manuals 2. 5%

Total 100%

In the interest of time and meeting the City' s requested operational date of August, 1, 2019,PowerSecure will initially permit all three facilities as Emergency Standby only with TCEQ. Thiswill allow our construction to start almost immediately and the gensets can still be used forparticipation in ERCOT' s Emergency Response programs. Additionally, while our switchgearprovides multiple modes of operation as defined in Exhibit A, Section IV, we will initiallycommission the sites for Standby Mode only.

Once the sites are operational, if the City decides they would like to participate in non- emergencydemand response programs, PowerSecure will work with TCEQ on modifying the air permits andAEP for a parallel interconnect approval. Any fees associated with these modifications will be theresponsibility of the City of Victoria ( emissions modeling, remote trip transfer, etc.).

Please let us know if you have any questions. If you are in agreement with this letter and theattached Exhibits, please sign in the space allotted below and return a copy to me at yourearliest convenience.

Thank you again for this opportunity. We look forward to hearing from you.

Sincerely,

GJohn D. Keith, CEM

Sr. Vice President

cc: City of Victoria— D Reese

PowerSecure - J Smith, E Dupont, K Butler, A Capps, C Ellis

Accepted:

The City of Victoria Date

Power Secure VRTORR

allIMENMEN

Exhibit Al

Interactive Distributed Generation® Services

The City of VictoriaWater Plant# 3 - 3209 North Ben Jordan, Victoria, TX

Confidential and Proprietary

SCOPE OF POWERSECURE SERVICES

General

A. PowerSecure ( PS) will provide 625 kW Standby; 540 kW Prime; 480 V InteractiveDistributed Generation®( IDG®) Services to serve the City of Victoria, Water Plant

3.

B. PS will provide the following Scope of Work:1. Registered Professional Engineering Services2. Construction Documents Signed and Sealed

3. Construction Permitting4. Assistance with Environmental Permitting5. PowerBlock® Generation Equipment

6. NexGear® Advanced Paralleling Switchgear7. Shipping of all Equipment to project site8. IDG® System Installation

a. Concrete Pads for PS Provided Equipment

b. Housekeeping Padsc. ( 8) Protective Bollards

d. Power Wiringe. Control Wiringf. Instrument Transformers as Required

g. PowerControl® 24/ 7 Monitoring System Package9. In- Service Training10. O& M Manuals

C. Specifically excluded from the proposal are the following:

1. Security Fencing2. Sales Tax

3. Initial fill for Fuel and DEF

4. Platforms

T E- K S4 S

Power Secure

Exhibit Al




D. PS will deliver the project in the following estimated timeframe based on a Notice toProceed on March 19, 2019,

Estimated

Milestone Completion ( Week No)

Contract Signing/ Receipt of P. O. 0

Receipt of IDG® System Submittal 8

Receipt of Equipment On- site 16

Substantial Completion of Installation 17

Final Commissioning/ Start- up 18

E. Refer to the enclosed drawings which illustrate the proposed IDG® System.

II. Engineering/ Design Services

A. PS will provide all engineering and design services necessary to completeconstruction documents for this project in accordance with the State of Texas.

B. PS will prepare construction documents signed and sealed by a RegisteredProfessional Engineer of Record in Texas.

Ill. Generation System

A. PowerSecure will provide PowerBlock® Generation Systems to serve this project.

B. The Generation System will include:

1. Volvo engine generator sets rated at 480 V; 625kW( Standby); 540kW

Prime), . 8pf; 781 KVA. Each Generation System shall include the following:a. Permanent Magnet Generator

b. Electronic Engine Governor

c. Charging Alternator 24Vd. Lead Acid Batteries, Rack and Battery Chargere. Engine Cooling Systemf. Exhaust System with Silencer

g. Double Wall ( UL142), 24Hr Tank with Level Sensors.

h. Weather Resistant Enclosure

i. Lubricating Oil and Antifreeze— Initial fill

j. Sound Attenuation to 78 db at 23 ft

Power Secure V!CiORIA

Irxn .

UMMEnn

Exhibit AlInteractive Distributed Generation® Services



IV. NexGear® Advanced Paralleling Switchgear

A. We will provide a NexGear®Advanced Paralleling Switchgear( APS) for eachgeneration system to provide the following Modes of Operation:

1. Load Management Mode: Long- term Synchronized/ Parallel Operation withAEP. ( After AEP approval of parallel interconnect.)

2. Load Curtailment Mode: Short-term Synchronized Operation with AEP

followed by a Make- Before- Break Separation from AEP. ( Pending approvalfrom AEP.)

3. Standby Mode: Automatic, Dead Bus, Block Load Transfer of a maximum of625 kW during AEP outages.

4. Test Mode: Synchronized/ Paralleled Operation at Full Load, without

Interruption of the City of Victoria Normal Electrical Service. ( After AEPapproval of parallel interconnect.)

B. Each APS will utilize a Woodward Controller, System Power Circuit Breaker( s),

Utility Grade Multifunction Intertie Relay( s), and all U. L. listed components.

C. Each APS will include all necessary functions to prevent connection or paralleloperation of the IDG® System with AEP unless the service voltage and frequencyare of normal magnitude.

D. We will meet AEP published interconnection requirements.

V. IDG® System Installation

A. PS will combine our in- house IDG® Project Management staff with a reputable locallicensed electrical contractor or utilize our in house licensed electrical construction

group to provide a fully coordinated high quality installation.

B. The PS Project Manager will serve as the single point interface with the City ofVictoria and AEP during construction/ start- up and will be present onsite for allcritical activities and key construction milestones.

VI. In- Service Training

PS will provide onsite in- service training on the operation and maintenance of the IDG®System.

Powe rSecureE,>

r:\T h

sommamse

Exhibit Al

Interactive Distributed Generations Services



VII. Warranty

The Manufacturer has included a standard 5 year Bumper- to- Bumper warranty for the DI

System, with an option to extend this to a 10 year warranty. Each is contingent upon

PowerSecure performing the full system maintenance package for the duration of the warranty,and are subject to the terms below:

Standard Five ( 5) Year Warranty Terms

a. The City of Victoria must contract for the PowerSecure Annual ManagementServices outlined in Exhibit C to receive 5 Year Warranty.

b. Assumes a maximum of 500 hours a year of operation per engine- generator;

c. Excludes damages due to the City of Victoria or other third party abuse, alteration,improper use, negligence, vandalism or theft;

d. Excludes damages due to Unauthorized, Non- PowerSecure- directed improper

maintenance by the City of Victoria, or any other person other than PS;e. Excludes damages due to contaminated or improper fuel, oil or coolant not

provided by PS;f. Excludes Acts of God.

Optional Ten ( 10) Year Warranty Terms


b. The following exclusions are in addition to those above and will apply to theWarranty for years six ( 6) through ten ( 10):

1. Normal and expected wear and tear typical in the industry for similarsystems;

2. Weather related fading and minor corrosion to the exterior ofPowerSecure provided equipment.

Power Secure A

liagNIMMIM

Exhibit A2


The City of VictoriaRegional Wastewater Treatment Plant- 923 Highway 59, Victoria, TX



General

A. PowerSecure ( PS) will provide 1250 kW Standby; 1080 kW Prime; 480 VInteractive Distributed Generation®( IDG®) Services to serve the City of Victoria,Regional Wastewater Treatment Plant.


3. Construction Permitting4. Assistance with Environmental Permitting5. PowerBlock® Generation Equipment



b. Housekeeping Padsc. Power Wiringd. Control Wiringe. Instrument Transformers as Required

f. PowerControl® 24/ 7 Monitoring System Package9. In- Service Training10. O& M Manuals




4. Platforms


Power Secure VECTOk \I.

MIMINIMMIN

Exhibit A2




Estimated











III. Generation System




Prime), . 8pf; 1562 KVA. Each Generation System shall include the

following:a. Permanent Magnet Generator







Power Secure ItlA

MIEMINEME

Exhibit A2





A. We will provide a NexGear®Advanced Paralleling Switchgear( APS) for eachgeneration system to provide the following Modes of Operation:


2. Load Curtailment Mode: Short- term Synchronized Operation with AEP










A. PS will combine our in- house IDG® Project Management staff with a reputable local

licensed electrical contractor or utilize our in house licensed electrical construction


B. The PS Project Manager will serve as the single point interface with the City ofVictoria and AEP during construction/ start- up and will be present onsite for allcritical activities and key construction milestones.



PowerSecureT<

io r:1Z X <

IIisonsmaiwis

Exhibit A2




VII. Warranty

The Manufacturer has included a standard 5 year Bumper- to- Bumper warranty for the DI












b. The following exclusions are in addition to those above and will apply to theWarranty for years six ( 6) through ten ( 10):

1. Normal and expected wear and tear typical in the industry for similarsystems;


Powe r Secure1111111. 1011111111

Exhibit A3


The City of VictoriaSurface Water Treatment- 2801 North Vine Street, Victoria, TX



General

A. PowerSecure ( PS) will provide 1250 kW Standby; 1080 kW Prime; 480 VInteractive Distributed Generation®( IDG®) Services to serve the City of Victoria,Surface Water Treatment facility.


3. Construction Permitting4. Assistance with Environmental Permitting5. PowerBlock° Generation Equipment



b. Housekeeping Padsc. Power Wiringd. Control Wiringe. Instrument Transformers as Required

f. PowerControl® 24/ 7 Monitoring System Package9. In- Service Training10. O& M Manuals




4. Platforms


Power Secure v(TY- X A ,

MMENIEMM

Exhibit A3




Estimated











III. Generation System




Prime), . 8pf; 1562 KVA. Each Generation System shall include the

following:a. Permanent Magnet Generator







PowerSecureic' ic i r.

ligraMMINS

Exhibit A3





A. We will provide a NexGear® Advanced Paralleling Switchgear( APS) for eachgeneration system to provide the following Modes of Operation:


2. Load Curtailment Mode: Short- term Synchronized Operation with AEP










A. PS will combine our in- house IDG® Project Management staff with a reputable locallicensed electrical contractor or utilize our in house licensed electrical construction


B. The PS Project Manager will serve as the single point interface with the City ofVictoria and AEP during construction/ start-up and will be present onsite for allcritical activities and key construction milestones.



PowerSecureyri( liw:\T

arawaggiume

Exhibit A3




VII. Warranty

The Manufacturer has included a standard 5 year Bumper-to- Bumper warranty for the DI












b. The following exclusions are in addition to those above and will apply to the

Warranty for years six ( 6) through ten ( 10):1. Normal and expected wear and tear typical in the industry for similar

systems;


PowerSecure vICTORI,E X A

Exhibit B


The City of VictoriaVictoria, TX


1. Description of Services

1. 1 Subject to the conditions set forth in this Contract, POWERSECURE agrees to furnish labor, supervision, equipment, materials,and transportation necessary to provide the services described in the attached POWERSECURE proposal( the' Work").

1. 2 POWERSECURE shall be entitled to rely on the accuracy of any information provided by Customer, which is hereby warrantedby Customer to be accurate and correct. In the event of any unforeseen costs incurred due to the inaccuracy of any suchinformation, the compensation payable to POWERSECURE shall be equitably adjusted to compensate for any suchadditional costs.

1. 3 POWERSECURE shall exercise reasonable efforts to complete the Work in accordance with the estimated schedule specifiedin POWERSECURE' s proposal, but is not responsible for costs incurred by customer due to late delivery or completion ofthe Work.

1. 4 All Quotations are net of any sales taxes and good for 30 days.

2. Services Fee and Terms of Payment

Customer shall pay POWERSECURE the contract price specified in POWERSECURE' s proposal( the" Contract Price") within 30days from the date of completion of the Work, unless otherwise provided in POWERSECURE' s proposal. If Customer failsto pay Contract Price by the due date, Customer shall liable to POWERSECURE for any attorney fees incurred in collectionof any amount due and shall pay interest to POWERSECURE on the amount past due in the amount of 1. 5% per month.

Any work beyond the scope of Work described herein requested of and performed by POWERSECURE(" Additional Work") shall bebilled to Customer at POWERSECURE' s then current standard rates, unless otherwise agreed to in writing by the parties.

The prices for the Work and any Additional Work are exclusive of federal, state, municipal or other sales or use tax. IfPOWERSECURE is required by applicable law to pay or collect any such taxes on account of Work provided in fulfilling thiscontract, then such amount of tax and any penalties and interest thereon shall be reimbursed to POWERSECURE. Unlessa Sales Tax Certificate is provided to POWERSECURE, the invoice will include a line item for sales tax.

3. Customer' s Obligations

3. 1 Customer shall be responsible to provide necessary access to and around the work site to enable POWERSECURE to performthe Services proposed herein. POWERSECURE shall have the right to suspend Work and recover additional costs in theevent that there is inadequate access to the work site, or in the event that continuing with the Work might jeopardize thesafety of any person or property.

3. 2 Customer shall provide any necessary plans, specifications, drawings, or information that may be necessary or useful in theperformance of the Work and any Additional Work at no cost to POWERSECURE.

4. Permits and Regulatory Requirements

If compliance with any laws, regulations, or ordinances of any government authority or agency, require any changes in theWork or services proposed herein, or should any permits, licenses, or approvals be required, Customer assumes the riskand responsibility for such compliance or change, or for securing such permits, licenses, and approvals from the properauthorities, and for paying any associated costs or fees, unless specifically stated otherwise within this proposal.

5. Limitation of Liability

The remedies set forth in this Contract are Customer' s sole and exclusive remedies. Neither POWERSECURE nor itsemployees, its subcontractors or suppliers shall be liable for any indirect, special, incidental, exemplary, or consequential

loss or damage of any nature arising out of or in connection with their performance or non- performance hereunder. In noevent shall POWERSECURE' s liability arising out of or in connection with the performance or non- performance of the Workor any Additional Work exceed the total of the Contract Price as set forth in POWERSECURE' s proposal. The provisions ofthis Section 5 shall apply whether such liability arises in contract, tort( including negligence), strict liability, or otherwise.

6. Insurance

POWERSECURE represents and warrants that it has met all requirements under North Carolina law with regard to

workers' compensation and automobile liability coverage.

PowerSecure vicTokE X AS

Exhibit B


The City of VictoriaVictoria, TX


7. Force Maieure

In no event shall POWERSECURE be responsible for any damages arising out of any failure to perform or delay due to

any cause beyond POWERSECURE' s reasonable control. In such event, POWERSECURE shall be entitled to anextension of time as necessary to overcome the cause of the failure to perform or delay.

8. Use of Subcontractors

POWERSECURE shall be permitted to use subcontractors to perform the work specified herein. Notwithstanding the use

of subcontractors, POWERSECURE shall continue to be responsible for the quality of the work and any Additional Servicesunder the provisions of Section 4.

9. Non- Waiver

The failure of either party to insist upon the performance of any term or condition of this Contract or to exercise any righthereunder on one or more occasions, shall not constitute a waiver or relinquishment of its right to demand futureperformance of such term or condition, or to exercise such right in the future.

10. Governing Law

The laws of the State of North Carolina shall govern this Contract, except that the North Carolina conflict- of- laws

provisions shall not be invoked in order to apply the laws of another state or jurisdiction.

11. Warranty

Refer to" Warranty" section of the Proposal found in Exhibit A.

12. Entire Agreement

This Contract embodies the entire agreement between POWERSECURE and Customer. Any purchase order or

acknowledgement issued by Customer is issued only for administrative purposes and any additional or conflicting terms andconditions appearing therein shall be void and of no effect. The parties shall not be bound by or liable for any statement,writing, representation, promise, inducement, or understanding not set forth above. In the event of any conflict between aproposal letter and the terms of this Contract, this Contract shall control. No changes, modifications, or amendments to any

terms and conditions in this Contract are valid or binding unless agreed to by the parties in writing by their authorizedrepresentatives.

The City of Victoria Date

PowerSecure VICTORIA

Exhibit C

Interactive Distributed Generation® System Management Service Level Agreement



PowerSecure iDG System Management Service Level Agreement

Location and Description

Location# 1: Water Plant# 3 - 3209 North Ben Jordan, Victoria, TX

625kW Standby; 540kW Prime; 480V

Location# 2: Regional Waste Water Treatment Facility - 923 Highway 59, Victoria, TX

1, 250kW Standby; 1, 080kW Prime; 480V

Location# 3: Surface Water Treatment Facility - 2801 North Vine Street, Victoria, TX1, 250kW Standby; 1, 080kW Prime; 480V

II. Scope of Services

1. PS will provide Maintenance Services on a continuous services agreement basis for

the DI System.

2. Two ( 2) site visits per year to perform the following:

a. PM Level I Service ( 6 Month Inspection)

i. Pre- Run Checks

1. Check for and Log Faults

2. Take Generator Out of Auto

3. Check Jacket Water Heater operation and Thermostat setting

4. Check Jacket Water Heater connections

5. Check oil level, top off& record amount added ( up to 2 gallons

included)

6. Check coolant level, top off& record amount added ( up to 1 gallon

included)

7. Check coolant freeze protection concentration and record level

8. Check DEF concentration level ( if accessible), record level

9. Check Belts and Accessories

10. Visually inspect Water Pump and Hoses11. Visually inspect Radiator and Shrouds12. Visually inspect Starter connections13. Check Battery Acid Specific Gravity & record, top off( as needed)

Pawl rSecur£' VVIC' 'Fc ' t AT E X A S

INEMBIENIRIM

Exhibit C

Interactive Distributed Generation® System Management Service Level AgreementThe City of Victoria


14. Visually inspect and clean Batteries and connections15. Check Battery Charger Operation & Float/ Equalize Function,

record

16. Check for oil leaks

17. Check for coolant leaks

18. Check for fuel leaks

19. Check for DEF leaks

20. Check Main Tank level & manually stick Tank to check for water

contamination via water finding paste

21. Check Day Tank operation ( if applicable)

22. Visually inspect Fuel Separator/ drain water

23. Visually inspect Governor linkage, if applicable

24. Visually inspect Ignition System ( gas units only)25. Visually Inspect Generator& Windings

26. Visually inspect Air Filter, Seals, and Piping

27. Visually inspect Exhaust System

28. Visually inspect Louvers for damage, hardware, or alignmentissues

ii. Running Checks1. Start System

2. Check Louver operation

3. Check Exhaust System for leaks and damage

4. Perform walk- around Inspection

5. Check gauges & note readings

6. Check for unusual noises or vibration

7. Check for applicable Shutdowns, Alarms and Warnings operation

8. Check Voltage and Frequency, adjust as needed

9. Connect Vodia ( Volvo specific) and perform log tests, applicableupdates, etc.

10. Record Following Information after Equipment reaches proper

operating temperature:a. AC Volts

b. AC Frequency ( Hz)

Power Secure VICTORIA.1MEITIMEMI

Exhibit C




c. kW

d. Oil PSI

e. Coolant Temperature

f. Alternator Volts

g. Alternator Amps

h. Fuel PSI, if applicable

i. Record all System deficiencies & recommendations

iii. Final Inspection

1. Perform walk- around Inspection

2. Note any problems or needed repairs3. Check for leaks

4. Ensure System is in Auto with no faults

5. Ensure System Breakers are in the proper position

6. Verify monitoring sees system online and all faults cleared

b. PM Level II Service ( 12 Month Inspection)

i. In addition to PM Level I Service, the following will be performed:

1. Change Oil and Filters

2. Change Fuel Filters

3. Clean/ Replace Water Separator ( if applicable)

4. Change Air Filter

5. Visually inspect rotating rectifier assembly

6. Lube generator bearings ( if applicable)

7. Visually inspect main conductors for loose connections8. Grease Fan Hub Bearings ( if applicable)

9. Obtain coolant and oil sample

c. PM Level III Service ( 36 Month Inspection)

i. In addition to PM Level II Service the following will be performed:

1. Replace Engine Coolant ( VCS every 4 years)

2. Replace Engine Coolant Filters, if applicable.

3. Replace Engine Thermostats, Gaskets & Seals

4. Replace all rubber Coolant system hoses

PowerSecure VICTORIA

Exhibit C

Interactive Distributed Generations System Management Service Level Agreement



5. Replace all drive belts

6. Replace DC engine cranking batteries

7. Check & adjust valve clearance ( every 1, 000 hours)

8. Replace DEF filter, if applicable ( every 2, 000 hours)

3. Annual Low Voltage Switchgear Maintenance Service- PowerBlock® and Standalone

600 VAC or less)

a. Disable remote control and automatic transfer schemes

b. De- energize applicable PowerBlock & switchboard assembly including direct and

back feed power and control sources

c. Disconnect all voltage and control power transformers

d. Open all disconnects, confirm all voltage sources removed

e. Clean interior of Gen, Tie and switch board cabinets, vacuum loose debris

f. Visually inspect all insulators, barriers and bus bars

g. Test ground fault protection system ( if equipped with test option without

additional tooling)

h. Check tightness ( torque) on accessible internal bus and cable connections

i. Visually inspect all relays for proper torque, connections and base mounting

j. Visually examine all safety interlocks to insure they are functional and in proper

working order

k. Visually inspect control wiring for loose connectionsI. Check space heaters and thermostat for proper operation.

m. Test system controls

Optional Triennial Adders— Additional cost to customer

n. Conduct an electrical insulation resistance test to ensure that the switchboard is

free of short circuit and ground( handheld megger only)

o. Secondary injection testing of LV breakers

p. Measure contact resistance of LV breakers

Power Secure SIC 1' oRlA

Exhibit C




PowerControl System & Fuel Management Services

1. PS will provide, our PowerControl Management Services including monitoring and

dispatching of the DI System on an annual or continuous services basis.2. PowerSecure ( PS) proposes to furnish the following list of comprehensive services on

an ongoing basis.

3. PowerControl® Remote Monitoring Services

a. Install all necessary equipment and software as described within this proposal.b. Provide communications to the DI System.

c. Continuously monitor the DI System for every Standby, Peak Load Managementand Test Operation, as well as, the following key system parameters:

i. System Modes ( Auto, Load Management, etc.)

ii. Engine Generator Controller Alarms and Warnings

iii. Paralleling Controller Alarms and Warningsiv. Battery System Voltage Levelv. Battery System Alarms and Warnings

vi. All Monitored Circuit Breaker Positions

vii. System Voltages

viii. System Loads

1. kW

2. kWh

3. kVA

4. Amperes

ix. Critical Emissions

x. Fuel Level

xi. Oil Temperature

xii. Oil Pressure

xiii. Speed ( RPM)

xiv. Run hours

d. Receive Utility Load Management Signals and Start/ Stop the DI System

accordingly.

Power Secure VICTORIAr f_ X A S

IMIIMIMEME

Exhibit C




e. Provide Monthly Summary Reports to Customer.f. Notification of Active Alarms and Operations

4. Fuel Management Services

a. PS will provide fuel management services on an annual agreement basis for the

DI System.

b. PowerSecure will provide complete fuel management for the DI System( s),

including negotiation of fuel costs and automatic dispatch of fuel delivery basedon run times and signals received through the remote monitoring option

described above. The cost of fuel will be billed directly to Customer by the fuelsupplier.

5. Response Times

a. PowerSecure' s PowerControl® Remote Monitoring Service will supervise your DI

System on a 24/ 7/ 365 continuous basis for best- in- industry identification,

diagnosis and remediation of potential and actual system faults and failures. If a

problem occurs, we will know immediately and take the appropriate action to

remediate the issue.

b. We will supplement our in- house, geographically diversified services group with

your local Volvo Penta or PSI authorized dealer to provide engine maintenance

Our response time to any failure will occur within four( 4) hours.

6. Comments and Clarifications

a. Costs associated with installing a communication connection to the Switchgear isincluded in the above price and will not be billed to the Customer.

b. Where Cellular or telephone service is used as the secondary means of

communication, quality and coverage is standard coverage as offered by theprovider. PowerSecure does not make any claims to quality, consistency, orgeographical coverage of the system.

c. Inputs are based on instantaneous reading( s) of the associated parameter. Data

Logging is not provided.d. Any direct costs for emergency response and repairs by PowerSecure

employees or its affiliates ( not covered by standard or extended warranty) are not

included in the proposal.

Power Secure V1C' FOR Ar

TE X A

le IMINEE llll S

Exhibit C




e. PowerSecure is not responsible for delays in delivery or rendering of services

due to fires, strikes, accidents, acts of God, or other causes beyond our control.

f. In no case will PowerSecure be responsible for incidental or consequential

damages due to late delivery of equipment or services.

g. Limited Liability— No Liability or Consequential Damages. In no event shall

PowerSecure or its suppliers accept or be liable for any damages whatsoever

including, without limitation, damages for loss of business profits, businessinterruption, loss of business information, loss of electric savings, or other

pecuniary loss) arising out of the use of or inability to use PowerSecure productsor services included in this proposal, even if PowerSecure has been advised of

the possibility of such damages.

h. Customer shall be responsible for obtaining all necessary environmental permits

if necessary) for the DG system, as required by state, federal, and localgovernments with PowerSecure management and assistance of the completion

and filing of the required permits.i. PowerSecure is not responsible for costs associated with any fluid leaks or spills.

Fuel suppliers will be responsible for all costs associated with fuel spills due to

their negligence.

j. This Agreement does not establish any additional warranty coverage, or lengthen

any existing warranty term, on the Integrated Distributed Generation® System

including but not limited to the switchgear, controls, and engine generator)

k. Customer will allow accessibility and right- of-way provisions as necessary for anyof the services described herein.

I. The price quoted herein may not be modified without the express written

authority between both parties.m. This Proposal is expressly conditioned upon your acceptance of these terms and

conditions, unless specifically modified from this Proposal.

n. This proposal is exempt from any Injection Testing, Medium Voltage or NETAcompliant Switchgear maintenance. If required, all associated work will be

completed by a third party at an additional charge to customer.o. This proposal assumes customer will provide access to equipment in need of

service during standard business hours and allow required shutdown, disableand de- energization as needed to complete the scope of work required. If

Power Secure VICTORIATEXAS

Exhibit C




customer requires specific maintenance windows outside standard business

hours, or limits the number of hours/ time of day work can be performed,

additional charges will apply.

7. Customer Responsibilities

a. The scope of the DI Management Services described herein is a fairly

comprehensive set of services which typically results in very little need for ownerinterface with the DI System.

b. It is advisable that selected electrical maintenance staff became familiar with

certain limited characteristics of the DI System in order to aid PowerSecure in

troubleshooting system problems, should any occur. These characteristics will be

covered during our In- Service Training.

c. Other Customer responsibilities include:

i. Weekly brief visual inspection of each DI System Enclosure to look for:1. Vandalism

2. Liquid Leaks of any kind ( stains or puddles in the enclosure or onthe concrete pads)

3. Damage caused by severe weather4. Brief visual inspection after any actual DI System operation for

Standby, Load Management or Load Curtailment use to look for

signs of overheating, leaks, weather damage.ii. In the event of a DI System failure, PowerSecure may request ( but not

require) the assistance of Customer electrical maintenance personnel to

aid in the troubleshooting of failure. This assistance could involve: ( 1)

visual inspection, ( 2) manually starting and DI System underPowerSecure supervision over the telephone, ( 3) manually resettingselected protective functions, or verifying other physical conditions.

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