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2013-06-05 JWC Agenda PacketAGENDA JOINT WATER COMMISSION June 5, 2013 - 1:30 p.m. Council Conference Room Golden Valley City Hall 1. Call to Order 2. Approval of Minutes— May 1, 2013 3. May 23, 2013 Tri -City Council Meeting - Recap (Clancy) 4. Update —County Road 9 Trunk Watermain Project (Mathisen) 5. 2014 Budget and 2014-2018 CIP Discussion (Virnig) 6. Golden Valley Generator Exhaust Upgrade (Tracy) 7. Golden Valley Pump Station Generator Maintenance (Tracy) 8. Other Business 9. Adjournment This document is available in alternate formats upon a 72 -hour request. Please call 763-593-8006 (TTY: 763-593-3968) to make a request. Examples of alternate formats may include large print, electronic, Braille, audiocassette, etc. JOINT WATER COMMISSION MINUTES 2 Golden Valley - Crystal - New Hope Meeting of May 1, 2013 The Golden Valley — Crystal — New Hope Joint Water Commission meeting was called to order at 1:34 p.m. in the City of Golden Valley Council Conference Room. Commissioners Present Tom Burt, City Manager, Golden Valley Kirk McDonald, City Manager, New Hope Anne Norris, City Manager, Crystal Staff Present Tom Mathisen, Director of Public Works/City Engineer, Crystal Randy Kloepper, Utilities Superintendent, Crystal Guy Johnson, Director of Public Works, New Hope Jeannine Clancy, Director of Public Works, Golden Valley Bert Tracy, Public Works Maintenance Supervisor, Golden Valley Dave Lemke, Utilities Supervisor, Golden Valley Sue Virnig, Finance Director, Golden Valley Pat Schutrop, Administrative Assistant, Golden Valley Minutes of April 3. 2013 Meeting MOVED by McDonald, seconded by Norris to approve the minutes of the April 3, 2013 meeting as presented. Motion carried. May 23, 2013 Tri -City Council Meeting — Facilitator Services One of the goals of the meeting will be to educate new council members about the need for the emergency backup water supply. The desired action is that all three cities adopt a resolution moving forward to drill three new wells and the implementation of a capital improvement plan. If the cities adopt the resolution, the JWC TAC will develop the implementation plan. Bonnie Morey, SEH, Inc., facilitated the Tri -City Council meeting in 2012 and is available to provide facilitating services at the May 23 meeting. MOVED by McDonald, seconded by Norris, to enter into an agreement with SEH for facilitator services at a cost not to exceed $1,200. Motion carried. Clancy will draft the resolution to be included with the agenda. Update on Emergency Backup Water Supply Barr Engineering Company is scheduled to update the three city councils at the Tri -City Council meeting on May 23. Because the goal is to build three wells at once, Clancy will request Barr to remove the slide referencing the timeline. Update on County Road 9 Trunk Watermain Project The next meeting is scheduled for Monday, May 6, to go over utilities in the area. I:\Joint Water Commission\JWC Minutes\2013 JWC Minutes\05-01-13 JWC Minutes.doc Joint Water Commission May 1, 2013 Page 2 of 2 2014 Budget and 2014-2018 CIP Discussion Virnig requested the TAC start working on the CIP for 2014-2018. The budget is dependent on the rate Minneapolis will charge in 2014. Project Status Updates: • Meter Vault. Minneapolis has completed welding its 18 -inch line. The Courage Center was on temporary service for 3 weeks with no flow interruptions reported. • The Golden Valley generator cannot be used and needs to be upgraded. Ziegler reported that it is the exhaust system and not a valve. The cost is estimated to be $40,000 to upgrade. Golden Valley anticipates bringing a contract to the June 5 JWC meeting for consideration. • SCADA upgrades cannot be done until the valve pit is completed. • The New Hope 18 -inch trunk valve is still on schedule. Virnig requested the TAC return the CIP for discussion at the June 5 meeting. Other Business The City of Minneapolis is going through a strategic planning process at its Water Works Department. Minneapolis would like a customer's input regarding the Water Works Department and asked Clancy to participate in a strategic planning session. Next Meeting The next scheduled meeting is June 5, 2013 at 1:30 pm. Adiournment Chair Burt adjourned the meeting at 2:01 pm. Thomas D. Burt, Chair ATTEST: Pat Schutrop, Recording Secretary I:\Joint Water Commission\JWC Minutes\2013 JWC Minutes\05-03-13 JWC Minutes.doc 61 Joint Water Commission CIP for Years 2013-2018 Projects Location 2013 2014 2015 2016 2017 2018 Replace Trunk Valve Replace Water Tower Altitude Valve Golden Valley Golden valley 70,000 70,000 70,000 50,000 Elevated Tower Inspection Inspect and Clean Elevated Tower Golden Valley 10,000 Inspect and Clean Reservoir Golden Valley 30,000 Replace Pump, Motor, and Starter at Pump Station (Replace 2 pumps and motors at $140,000 each) Golden Valley 1 280,0001 280,000 Replace Automatic Control Valves, Afr Release Valves and Meters on two Pumps Golden Valley 70,000 Update Generator Exhaust (EPA Unfunded Mandate) Golden Valley 40,000 Replace Reservoir Ladders (2) Golden Valley 14,000 Replace Reservoir Mud Valves(2) Golden Valley 24,000 Inspect both elevated towers and complete painting specifications New Hope 45,000 Interior & Exterior structure repairs to Elevated Tower North Tower Blast and Repaint New Hoe 500,000 Interior & Exterior structure repairs to Elevated Tower (South Tower) Blast and Repaint New Hope 750,000 Replace Trunk Valve New Hoe 70,000 70,000 70,000 Emergency Water Supply Drill and Develo New Wells All cities New Hoe 450000 450,000 450,000 450,000 450,000 45D,000 Install Valve at South Tower New Hoe 20,000 Replace 24' and 16" Valves on Douglas Drive Crystal 70,000 70,000 Security for All Towers, and Pump Stations All cities 60,000 Replace SCADA Computers & Software Upgrades All cities 55,000 55,000 ReRoof Pump Station (patched in 2010) Crystal 90,000 Repair York Pit Vault crystal 200,000 Inspect and Clean Reservoir crystal 30,000 Replace Pump, Motor, and Starter at Pump Station Crystal 175,000 Security Fence Reservoir Sites Golden Valley crystal 35,000 70,000 Water Main Leak Detection Survery (New) Golden Valley, Crystal, New Hope County Road 9 Project Professional Services for Pipe Design, installation and Inspections 100,000 500,000 500,000 Install Additional Revervoir Access Hatches for Valve Replacement Crystal 100,000 TOTAL 1,010,000 1,305,000 1,700,000 1,618,000 785,000 925,000 was 850,ODD 1,145,000 1,600,000 760,000 715,000 added .06/1000 .06/1000 .04/1000 .33/1000 .03/1000 additional MPLS $372,778 Resolution 13 -XX Corrected 6/5/2013 RESOLUTION OF THE JOINT WATER COMMISSION ADOPTING THE 2014 GENERAL FUND BUDGET BE IT RESOLVED by the Joint Water Commission that the appropriations for the General Fund Program for the calendar year 2014 as follows: GENERALFUND Expenditures Original Budget Water Purchased: $6,669,711 3% increase - 2.80% Mpls; consumption avg 2,498,019,000 gallons assumes a 2.67/1000 price .02/consumption $49,960 Insurance: $35,000 Utilities $240,000 Electricity 239,200 Phone 10,000 Labor $46,000 Professional Services: $115,000 Consumer Confidence Report - Total Control, Corr Pro, Audit 15,000 Professional Services 100,000 Capital Improvement 3.39 Joint Water cost/1000 gallons $1,305,000 $8,460,671 7% increase overall BE IT FURTHER RESOLVED by the Joint Water Commission that the sources of financing the sums appropriated shall be: GENERALFUND Revenue City of Golden Valley $3,693,929 City of Crystal $2,322,454 City of New Hope $2,444,288 $8,460,671 , Joint Water Chair ATTEST: Susan M Virnig 6 City 0� golde 4, , I fill MEMORANDUM waiey Pudic Works Ike artment W 763-593-8030 / 763-593-3988 (fax) Date: June 3, 2013 To: Joint Water Commission From: Jeannine Clancy, Director of Public Works Bert Tracy, Public Works Maintenance Man ger Subject: National Emission Standards for Hazardous Air Pollutants for Reciprocating Internal Combustion Engines (NESHAP Regulations) for Generator at the JWC Golden Valley Pump Station C: Sue Virnig, Finance Director On January 14, 2013, the Environmental Protection Agency (EPA) finalized amendments to the National Emissions Standards for Hazardous Air Pollutants (NESHAP) for stationary reciprocating internal combustion engines (RICE). EPA is also revising the new source performance standards (NSPS) for stationary internal combustion engines to ensure consistency with the RICE NESHAP standards. In particular, the EPA is specifying how the NSPS standard will apply to emergency engines used for demand purposes such as the JWC generator. Furthermore, because of the number of hours used by the JWC generator, the new EPA standards apply. Starting in 2015, the JWC Golden Valley Pump Station Generator will need to collect and submit an annual report including location, dates, and times of operation. Reporting requirements ensure compliance with the EPA regulations and provide information about the air pollution impacts of the engines. Completing the NESHAP RICE upgrades to the generator at this time will ensure compliance with EPA standards for the JWC Golden Valley generator. Ongoing monitoring of generator operation is also required as part of meeting the NESHAP RICE standards. Currently, this type of operational monitoring is completed by Pointguard under a 3 -year contract which expires June 2013. In order to meet the new EPA environmental standards, staff has requested quotes from Zeigler Power Systems and Titan Energy Systems to complete exhaust system upgrades and testing. Below are the quotes received: G.\Bert Tracy\1WC Documents\Memos\2013 Generator Exhaust Upgrades.docx Zeigler Power Systems $39,996.00 Titan Energy Systems $30,493.00 It is recommended to award and authorize the Chair to sign the agreement with Titan Energy Systems to complete generator upgrades for the JWC Golden Valley pump station generator. Attachments Zeigler Power Systems quote Titan Energy Systems quote Proposal by Proposal No. Date: April 23, 2013 ZIEGLER M EPG20131321 ZIEGLER POWER SYSTEMS 8050 State Highway 101 Shakopee, MN 55379 952-887-4599 To: City of Golden Valley Re: Proposal to Supply and Install Equipment 7800 Golden Valley Rd. to Make One Caterpillar 3412 NESHAP Golden Valley, MN 55427 Compliant Attn: Bert Tracy RE: Supply and Install Equipment to Make One Caterpillar 3412 Engine NESHAP Compliant for the City of Golden Valley. Work included is as follows: • Prepare site specific test plan and submit to EPA. • Remove and dispose of the existing silencer. • Revise roof supports to accommodate new critical grade silencer/catalyst housing. • Install the new critical grade silencer/catalyst housing. • Furnish and install new discharge stack with (2) 2" test ports and new rain cap. • Install a 2" test port in the inlet spool pipe. • Mount the data logging panel and pressure -differential transmitter. • Install pressure, pressure -differential transmitter and thermocouples. • Install power and control wiring for the data -logging panel and sensors. • Boom truck. • Equipment installation to be 8-10 weeks after notice to proceed. • Engine Compliance Test after equipment installation using owners building load. • One copy of compliance test results, site specific monitoring plan and O&M manuals. • Ziegler limits the scope of supply for this quotation to the equipment and services listed above. Total Price: $39,996.00* *Price is valid for 30 days. Does not include state or local sales tax. Items Furnished by owner: 1. Mobile testing trailer requires a 208-220/110-120VAC signal phase, 100Amp service. This service must be within 50'where trailer will be sited. Testing company to provide pigtail assembly to be wired by owner. Testing to be performed during normal business hours. Weekend and overtime hours will be charged at a different rate. 2. Provide ladder or scaffolding to access test ports during time of compliance test. 3. Recommended engine oil to meet specification API 04 (low ash). TERMS. Net 20 days after equipment installation ACCEPTED: By Its Respectfully submitted, ZIEGLER INC. By Mark Reuter, Sales Engineer Subject to approval by ZIEGLER INC. By IV291101421 i TnrAvvE,jmERGY(9 Mr. Bert Tracy Public Works Maintenance Manager City of Golden Valley RE: Titan Energy RICE NESHAP compliance upgrades for a 545kW Cat 3412 Diesel Generator. Dear Bert, This letter and the attached Project Scope will serve as our formal proposal for completing all the required upgrades necessary to bring your 545kW Cat 3412 Diesel Generator into EPA Non - Emergency compliance. Titan Energy Systems Date: 5/28/13 Page 1 of 5 Our Quotation for this project is as follows: A. RICE NESHAP upgrades per attached scope $30,493.00 Please let us know if you have any questions. If you are in agreement with this letter and the attached Project Scope, please sign in the space allotted below and return a copy to me at your earliest convenience. Thank you again for this opportunity. We look forward to hearing from you. Sincerely, John Macgowan Titan Energy Smart Power Developer 6130 Blue Circle Drive 9 Suite 600 • Minnetonka, MN 55343 9 952-960-2371 • Fax 952-938-3290 TITAN will not be responsible for understanding, conveying or adhering to any program, deadline or requirement. Under no circumstances will TITAN, its subcontractors or suppliers be liable for 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 no event shall TITAN's liability arising out of or in connection with the performance or nonperformance of the work or any additional work exceed the total of the contract price as set forth in the TITAN proposal. The provision of this section shall apply whether such liability arises in contract, tort (including negligence), strict liability, or otherwise. INSTALLATION Titan Energy Systems will make all reasonable attempts at completing this project as quickly as possible, but cannot guarantee any specific compliance completion date nor be responsible for any costs to Customer for late delivery or completion of work. TITAN's Project Manager will schedule the installation only after receipt of customer's down payment, credit approval, completion of an initial pre -construction meeting and has approved shop drawings for the custom equipment FORCE MAJEURE In no event shall TITAN be responsible for any damages arising out of any failure to perform or delay due to any cause beyond TITAN's reasonable control. In such event, TITAN shall be entitled to an extension of time as necessary to overcome the cause of the failure to perform or delay 6130 Blue Circle Drive • Suite 600 • Minnetonka, MN 55343 •952-960-2371 • Fax 952-938-3290 Titan Energy Systems Date: 5/28/13 Page 2 of 5 Terms & Conditions PAYMENT All invoices are due on receipt A nonrefundable deposit equal to 35% of total project cost is due upon acceptance of proposal and credit approval. Additional 55% after completed installation Remaining 10% after a successful EPA Performance Test PRICES Valid for 30 days from date of this proposal TAXES Sales Taxes are NOT included CANCELLATION Custom equipment is not cancelable and shall be subject to applicable fees of not less than 35% of the purchase price. CUSTOMER OBLIGATIONS Customer shall be responsible to provide necessary access to and around the work site to enable TITAN ENERGY SYSTEMS "TITAN" to perform the service proposed herein. TITAN shall have the right to suspend work and recover additional costs in the event that there is inadequate access to the work site, or in the event that continuing the work might jeopardize the safety of any person or property. PERMITS AND REGULATORY REQUIREMENTS If compliance with any laws, regulations, or ordinances of any government authority or agency, require any changes in the work or service proposed herein, or should any permits, licenses, or approvals be required, Customer assumes the risk, cost and responsibility for such compliance or change, or for securing such permits, licenses and approvals from the proper authorities. LIABILITY TITAN shall exercise reasonable efforts to complete the work in accordance with the estimated schedule specified in the TITAN proposal, but is not responsible for costs incurred by Customer due to late delivery or completion of work. Customer assumes the total risk and responsibilities of complying with and participating in any utility program. Any failure to comply with a program, deadline or requirements of a utility, regulatory agency or government agency shall be the sole responsibility of the Customer. TITAN will not be responsible for understanding, conveying or adhering to any program, deadline or requirement. Under no circumstances will TITAN, its subcontractors or suppliers be liable for 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 no event shall TITAN's liability arising out of or in connection with the performance or nonperformance of the work or any additional work exceed the total of the contract price as set forth in the TITAN proposal. The provision of this section shall apply whether such liability arises in contract, tort (including negligence), strict liability, or otherwise. INSTALLATION Titan Energy Systems will make all reasonable attempts at completing this project as quickly as possible, but cannot guarantee any specific compliance completion date nor be responsible for any costs to Customer for late delivery or completion of work. TITAN's Project Manager will schedule the installation only after receipt of customer's down payment, credit approval, completion of an initial pre -construction meeting and has approved shop drawings for the custom equipment FORCE MAJEURE In no event shall TITAN be responsible for any damages arising out of any failure to perform or delay due to any cause beyond TITAN's reasonable control. In such event, TITAN shall be entitled to an extension of time as necessary to overcome the cause of the failure to perform or delay 6130 Blue Circle Drive • Suite 600 • Minnetonka, MN 55343 •952-960-2371 • Fax 952-938-3290 Titan Energy Systems Date: 5128113 Page 3 of 5 WARRANTY TITAN only warrants that the installation services performed by TITAN or subcontractors as part of the Work shall be free from defects in materia!s and workmanship for a period of one year from the completion of the Work or any additional Work. If the Customer notifies TITAN of any defect in materials or workmanship that is covered by this warranty within such twelve (12) month period, TITAN shall correct the defect at its own expense. TITAN shall not be responsible for any problems or defects attributable to improper operation, maintenance, or use of the Work or any Additional Work, or attributable to any cause beyond TITAN's reasonable control. THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE, AND NO OTHER WARRANTIES OR REMIDIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF INFRINGMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, SHALL APPLY. TO THE MAXIMUM EXTENT PERMITTED, TITAN HEREBY ASSIGNS TO CUSTOMER ALL EXPRESS AND IMPLIED WARRANTIES FROM THE MANUFACTURE OF ANY PARTS AND EQUIPMENT INSTALLED BY TITAN AS PART OF THE WORK. TITAN MAKES NO ADDITIONAL WARRANTY FOR ANY PARTS OR EQUIPMENT SUPPLIED HEREUNDER, NO REPRESENTATIONS ARE MADE BE TITAN WITH RESPECT TO THE QUALITY, WORKMANSHIP OR SUITABILITY OF ANY EQUIPMENT OR PARTS PROVIDED UNDER THIS CONTRACT. Except as provided in the attached Project Scope, TITAN shall not be responsible for any work done by others or for any loss, damage, cost or expense arising out of or resulting from such work, unless authorized by TITAN in advance. ENTIRE AGREEMENT This contract contains the entire agreement between TITAN ENERGY SYSTEMS and the Customer. Any purchase order or acknowledgment issued by Customer is issued only for administrative purposes and any conflicting terms and conditions 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 a conflict between a proposal letter and the terms of this Contract, this Contract shall control. No changes, modifications, or amendments to any terms and conditions in the Contract are valid or binding unless agreed to by the parties in writing by their authorized representatives. INDEMNIFICATION Signee is obligated for any and all costs of collection, and associated fees PROPIETARY This QuoteBill of Materia! is proprietary to Titan Energy Systems. Reproduction or sharing of this Quote/Bill of Material is strictly prohibited. Proposal accepted by: Date: P.O. 6130 Blue Circle Drive • Suite 600 • Minnetonka, MN 55343 •952-960-2371 • Fax 952-938-3290 Titan Energy Systems Date: 5/28/13 Page 4 of 5 TITAN ENERGY RICE NESHAP Upgrade Project Scope 1] Project Title Tri City Municipal Well Backup 545 kW Cat 3412 Diesel Generator 2] General Project Scope Titan Energy will provide the following to bring these engines into RICE NESHAP Compliance: • Replacement of the existing silencer with a single Carbon Steel (High Temp Black Paint) Diesel Oxidation Catalyst/Critical Hospital Grade Silencer properly sized to reduce CO 70%. o NOTE: This solution retains existing sound levels o Includes a replaceable catalyst element • Perform an initial compliance (Performance) test demonstrating the required 70% reduction • Provide and submit all required notifications and documentation to the EPA, up to the point of initial approval • Advise on appropriate record keeping and notifications • Recommend ongoing system maintenance Install a 24/7 Recording Monitor of the Catalyst for temperature and backpressure. Option #1 • Phillips and Temro Continuous Parametric Monitoring System (CPMS) • Installed in the generator enclosure • Meets 40 CFR subpart ZZZZ requirements • Removable flash memory card for downloading logged data • Connectable to a remote alarm panel Option #2 STANZA Remote Continuous Parametric Monitoring System (CPMS) • Annual STANZA subscription required $1,250.00 per year • Meets 40 CFR subpart ZZZZ requirements for catalyst monitoring. • Customer accessible through a secure website portal • Adds full function generator monitoring using data from the existing generator control panel. Requires Modbus communication connection to generator panel. • Remote start/stop via secure website portal • Alarm notifications are sent via email • Includes semiannual compliance reports if bundled with a two visits, annual service and maintenance contract. • Titan Energy technician dispatch available 6130 Blue Circle Drive • Suite 600 • Minnetonka, MN 55343 •952-960-2371 • Fax 952-938-3290 Titan Energy Systems Date: 5/28113 Page 5 of 5 31 Titan Energy will deliver the project in the following estimated timeframe: Milestone Completion {Week Not Agreement acceptance 0 Submittals — Custom Equipment Ordered 2 Equipment Installed on Site* 12-14 weeks Completion of Testing** TBD — EPA requires a 60 day notice to test *Installation schedule set Titan Energy Systems Project Manager ** Performance Testing must be completed within 180 days of May 3`d 2013 PLEASE NOTE: This timeframe is an estimate only. Titan Energy Systems cannot guarantee any completion date. Customer assumes all liability for compliance with and participation in any utility program. 41 Engineering/Design Services • Titan Energy will provide engineering and design services necessary to complete this project in accordance with the State of Minnesota and local municipalities. Titan Energy will submit all initial notifications and documentation to the EPA 5] TITAN ENERGY RICE NESHAP Upgrade Installation • Titan Energy service technicians will provide a fully coordinated, high quality installation. • Emissions Performance Testing will be completed by American Engineering Testing, Inc. • The Titan Energy's Project Manager will serve as the single point interface during the project and will be present on-site for all critical activities and key construction milestones. 6] Equipment/ Installation Warranties Titan Energy's installation workmanship will be warranted for One Year. Titan Energy will provide onsite training for operation and maintenance 81 Not Included in Proposal Pricing • Engine repairs or adjustments necessary to bring engine emissions up to original specifications. • Expenses related to securing municipality approvals Any additional Air Permitting Fees and Expenses Fuel used during testing 6130 Blue Circle Drive 9 Suite 600 9 Minnetonka, MN 55343 •952-960-2371 • Fax 952-938-3290 7 city r-, golde'lf''* V,aII e y Date: June 3, 2013 R 11" A M I RN t Pubfic Works Department 763-593-80301763-593-3988 (fax) To: Joint Water Commission From: Jeannine Clancy, Director of Public Works Bert Tracy, Public Works Maintenance Manager` Subject: Three -Year Customer Support Agreement, Generator Maintenance, Golden Valley Pump Station C: Sue Virnig, Finance Director In June 2010, the Joint Water Commission voted unanimously to approve a 3 -year Customer Service Support Agreement with Ziegler Power Systems to perform standby generator maintenance. The current contract expires June 2013. Golden Valley staff met with Ziegler Power Systems and Titan Energy Systems to discuss 3 -year contract for generator maintenance and generator monitoring. Below are the quotes received for generator maintenance and monitoring: Zeigler Power Systems Titan Energy Systems $28,200.00 $15,947.00 It is recommended to award the contract and authorize the Chair to sign the agreement with Titan Energy Systems for preventative maintenance and monitoring of the JWC Golden Valley Pump Station generator. Attachments Zeigler 3 -Year Customer Support Agreement Proposal to Perform Pointguard Upgrade Agreement Titan Energy Systems Proposal: Maintenance and Service Agreement Titan Energy Systems Professional Services Agreement GABert TracyUWC Documents\Memos12013 JWC Generator Maintenance Memo.docx ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZIEGLERCAT.COM/POWER 5/2/2013 Mr. Bert Tracy City of Golden Valley 7800 Golden Valley Rd. Golden Valley, MN 55427 Enclosed is a 3 -Year Customer Support Agreement (CSA) for your facility's 550 kW, emergency backup Cat 3412 generator set. The price will not increase during the agreement period. If this agreement is acceptable, please sign, date, and return a copy to me via email to kyle.from@zieglercat.com or faxed to 952.233.4696. Please call me @ 952.233.4639 with any questions you may have. We appreciate your business. Thank you Bert, and have a great day! Respectfully, Kyle From Customer Support Representative CUSTOMER SUPPORTAGREEMENT Date. 5MO13 ZiEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 952-445-4292 888-320-4292 To: Mr. Bert Tracy City of Golden Valley 7800 Golden Valley Rd. Golden Valley, MN 55427 WE Proposal No. KEY13-041 Re: 3 -Year Customer Support Agreement (CSA) for MODEL: Cat 3412 SERIAL: 81 Z24497 To FURNISH INACCORDANCE WITH THE FOLLOWING SPECIFICATIONS, TERMS This proposal is for a 3 -Year Customer Support Agreement (CSA) on your facility's Cat 3412 (S/N: 81Z24497) emergency backup power generator. This agreement covers preventative maintenance on your generator as described on subsequent pages of this proposal for the prescribed term as indicated below. AGREEMENT START DATE: June 1, 20I3 AGREEMENT END DATE: April 31, 2016 INVOICE FREQUENCY: Annually INVOICE AMOUNT: $4,206.00 -**Includes 10% discount for annual payment option** Generator Level 5 load bank testing invoice amount: $2268.00 - **Includes 10% discount for annual payment option** -Level 5 bad bank testing to be completed every other year (2013 and 2015) Pointguard Monitoring invoice amount: $1,512.00 *Monitoring system upgrade required* ➢ Invoice Totals: 2013 =S7,986.00,2014 =$5,718.00,2015=$7,986.00 IMPORTANT NOTES o CUSTOMER SUPPORT AGREEMENT PRICING WILL NOT INCREASE DURING THE TERM OF THIS AGREEMENT. o PRICE INCLUDES PARTS, LABOR, TRAVEL AND DISPOSAL OF ALL FLUIDS PER E.P.A. STANDARDS. o TRAINED AND CERTIFIED ENGINE/GENERATOR TECYMCIANS WILL PERFORM ALL SERVICES, TERMSAND CONDITIONS o Agreement pricing is based upon a run time between 0 and 250 hours per year (standby applications). o Invoices will be sent the first day of each invoicing period. o This is a preventative maintenance agreement and any repairs classified outside of standard preventative maintenance will result in additional costs to the customer. o Either party may cancel this agreement with a (60) sixty day written notice. o Early cancellation of this agreement will result in a cancellation fee of up to /generator, of which the actual fee will be calculated based upon any services that have been rendered but not yet paid for. o This proposal is valid for (60) sixty days. o Prices assume all services to be performed during normal business hours (7:30am — 4:00pm, M -F) unless otherwise specified. o Pricing does not include local and/or state taxes. Taxes will be applied to your invoice where applicable. ACCEPTED BY.• Please Sign Name: Respectfully submitted, ZIEGLER POWER SYSTEMS Please Print Name: Ry,,_ Date: Kyle From, Customer Support Representative Ziegler Power Systems Date: 5/212013 Watchguard Level 1(64 -Point Inspection Service performed in: December 2013, 2014, 2015 Includes the inspection of the following systems: - Cooling - Lube Oil - Air Intake - Fuel - Exhaust (inside building only) - Starting - Engine - Generator - Transfer Switch - Coolant and Oil Analysis -Provide written report Watchguard Level 2 (67 -Point Inspection w/ Oil and Filter Change) Service performed in: June 2013, 2014, 2015 Includes the following: - Cooling - Lube Oil - Air Intake - Fuel - Exhaust (inside building only) - Starting - Engine - Generator - Transfer Switch - Coolant and Oil Analysis - Change engine oil - Change engine oil filter (s) - Change fuel filter (s) - Inspect air filter (s) - Disposal of old fluids per EPA standards - Provide written report Watcheuard Level 3 (Cooling System Service) Service performed in: December 2014 Includes the following: - Drain and refill cooling system, add coolant additives - Replace cooling system hoses and engine thermostats - Disposal of old fluids per EPA standards - Provide written report Watchguard Level 4 (Meeohmeter Testin Service performed in: December 2014 Includes the following: - Megohmeter test - Provide written report Watchguard Level 5 (Load Bank testing) Service performed in: June 2013 and 2015 Includes the following: - Engine load bank test (2 -hours) - Provide written report .Proposal No. KKF13-041 Date: 5YW013 Proposal No. KKF13-041 Watcheuard Level 6 (Eneine/Generstor Inspection and Adjustment) Service performed in: December 2014 Includes the following: - Inspection of Slip ring and brushes - Grease rear generator bearing - Inspection of Generator wiring - Inspection of Stator and rotor - Inspection of Generator space heater - Inspection of Coupling and guards - Inspection of Meters and voltage regulator - Adjust engine intake and exhaust valves - Calibrate injectors - Check engine timing where applicable - Check turbo end play - Provide written report Watchauard Level 9 Battery Replacement Proeram) Service performed in: December 2014 Includes the following services - Complete electrical system check - Battery charger adjustment - Test engine starter amperage - Removal and disposal of old, lead acid, batteries per EPA standards - Installation of new, low -antimony batteries specifically designed for standby applications - Provide written report Customer Requirements It is the customer's responsibility to.... - Perform weekly and monthly inspections of the engine/generator. - Maintain written or computerized records of the weekly and monthly inspections. - Contact Ziegler Power Systems with any problems or concerns noted during the weekly and monthly inspections. Zieeler Power Systems Exclusion of Responsibility: Ziegler Inc. is not responsible for... - Providing a portable generator during repairs - Fuel consumed by generator set during operation - Building wiring - System modifications - Acts of nature, terrorism or war - Uses of generator beyond rated capacity - Main fuel tank or piping problems - Emissions permitting - Regulation changes - State and local taxes - Customer abuse/neglect ZIEGLER Power Systems 8050 COU1'TY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZIEGLERCAT.COM/POWER 5/2/2013 Synopsis PointGuard is proposing the use of a M10G H4 exception -based wireless engine monitoring solution to replace the existing standby generator remote monitoring system at Skyline displays for Ziegler. The proposed M10G GSM -CPRS based monitoring system can provide engine/generator status information. PointGuard will supply the monitoring system and automated services through the PointGuard Web Center. Pricing & Deliverables Equipment and Services Pdce uss Nett 1. One Exception -Based Wireless Engine Monitoring System Includes: Per engine Pricing • Remote access to engine/generator information $4,300.00 • Remote commissioning assistance • Remote web center training Per engine Pricing 2. Installation, testing and training on-site — Performed By Ziegler $2,210.00 1. See PDintGuard services specification sheets for more Information. 2. Shipping will. be prepaid by PointGuard and billed to the customer unless otherwise agreed In advance. We are providing only those components and functionality as defined explicitly In this proposal. No additional or implied functionality, nor components or services are Included beyond that expressly defined and detailed. A. Project Description PointGuard is proposing an M10G H4 digital cellular based heavy duty remote monitoring system designed for generator monitoring and asset tracking. PointGuard will supply the wireless exception -based monitoring system along with firmware configuration for the application. The inputs and other monitored parameters will be factory configured. The unit will be powered directly from the engine batteries and will remain always on. The customer is responsible for. (1) any cable runs, (2) terminations in the ATS as well as any switchgear configuration/upgrade that may be required, (3) supply, installation and termination of fuel level transducer if needed, (4) make available a generator technician and a switchgear electrician as needed for testing during startup. Remote connectivity between the site and PointGuard will be through a GSM/CPRS digital cellular network. Availability of services may be impacted by lack of coverage in some areas. ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 WWW ZIEGLERCAT.COM/PO WER 5/2/2013 B. Items Not Provided by PointGuard The following items are required but not included as part of this proposal: Item Qty Description 1. 1 All cable runs and wiring terminations to other equipment 2. 1 Instrumentation (ex. sensors, transducers, relays, etc.). Supply and installation transducers and accessories not included in this proposal. 3. 1 Assistance to PointGuard startup technician C. Delivery & Project Milestones Typical delivery is 10 weeks from both acceptance of proposal and receipt of a PO for the entire order. Receipt of P.O. Week 0 1. Specification Review Week 1 Provide and Finalize documentation on project information with PointGuard: (Communication Information sheet, points monitored ctw souroe(s) documented) 2. Confirm Deliverables Week 1 Confirm to PointGuard that end users and other stakeholders understand and agree to the details of deliverables. 3. Hardware Shipment Week 6 Complete Services Activation Form and send back to PointGuard. 4. Schedule installation and Week 6+ Install monitoring hardware and complete wiring as per commissioning training PointGuard instructions. D. References Ref. Document Identification Document Title Customer Provided 1. None Specifications 2. PointGuard Data Access & Archiving Policy 3. PointGuard Technical Services Policy Date: 5/2/1013 ZIEGLER Proposal No. KKF13-040 Power Systems To: Mr. Bert Tracy City Of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 952-445-4292 888-320-4292 Re: perform installation of Pointguard, M10G H4 exception -based wireless engine monitoring system MODEL: Caterpillar 3412 SERIAL: 81Z24497 TOFURNUMINACCORDANCE *7THTHEFOLL097NG This proposal is to perform installation of Pointguard, M10G H4 exception -based wireless engine monitoring system on (1) Caterpillar 3412 (S/N: 81Z24497) emergency back-up power generator. For further information on this repair, please contact Kyle From at 952.233.4639 COST: $6,510.00 IMPORTANT NOTES o PRICE INCLUDES PARTS, LABOR, TRAVEL AND DISPOSAL OF ALL FLUIDS PER E.P.A. STANDARDS. o TRAINED AND CERTIFIED ENGINE/GENERATOR TECHNICIANS WILL PERFORM ALL SERVICES. o THIS PROPOSAL IS VALID FOR (60) SIXTY DAYS AND ASSUMES ALL WORK TO BE PERFORMED DURING NORMAL BUSINESS HOURS MONDAY THROUGH FRIDAY (7:30AM — 4:00PM) o PRICING DOES NOT INCLUDE ANY STATE TAXES, LOCAL TAXES, SERVICE SUPPLIES OR ENVIRONMENTAL CHARGES. Customer Reauirements It is the customer's responsibility to... Perform weekly and monthly inspections of the engirWSanerator. - Maintain written or computerized records of the Keekly and monthly inspections. Contact Ziegler Power Systems with any problems or concerns noted dining the weekly and monthly inspections. ZiwlerPower Svstems Exclusion of Resoo_nsi__biUt_y•_ Ziegler Inc. is not responsible for... - Providing a portable generator during repairs Main fuel tank or piping problems - Fuel consumed by generator set during operation Emissions permitting - Building wiring - Regulation changes System modifications - State and local taxes Acts of nature, terrorism or war Customer abusetneglect - Uses of generator beyond rated capacity ACCEPTED BY. Respectfully submitted, Please Sign Name: ZIEGLER POWER SYSTEMS Please Print Name: BY: Date: Kyle From, Customer Support Representative Ziegler Power Systems ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W WZIEGLERCAT.COMIPOWER 5/2/2013 APPLICATION A. Parameters Discrete Points Transmitted immediately Engine Running Status Common Alarm Common Shutdown Generator Not in Auto Alarm ATS to Emergency Loss of Utility Battery Voltage Alarm Low Fuel Alarm Analog Points Controller Power Battery Voltage Fuel Level (optional) Alerts, Status & Notifications Total of 30 transactions (alerts, status changes, notifications and start/stop commands) per month included B. Implementation 1. Site Installation and Wiring All wiring should be completed with 16 AWG stranded wire. The use of 14 AWG stranded wire is acceptable, but other wire sizes should not be used. All wires installed by a third party must be labeled with wire markers at both ends as identified on the supplied drawings or wire lists. ZIEGLER Power Systems 6050 COUNTY ROAD 10 EAST SHAKOPEE, MN 55379 W W WZIEGLERCAT.COM/POWER 5/2/2013 Installation and wiring of provided hardware components including supply of cables, panels, conduits and termination with connectors shall be at the charge of the customer and performed by qualified electricians following provided instructions. 2. Commissioning On-site installation assistance and commissioning by PointGuard is available on request. 3. Manuals Manuals and other documentation will be produced in English. 4. Services Customer will sign a subscription for services agreement before activation of services. 5. PointGuard Services Details Standard Service Package Description: The Standard Service Package is the basic services offered with all monitoring systems which includes the following features: • 24/7/365 Monitoring for Alarms • Automated Notification of Alarms thru standard email, or email enabled mobile devise. • Data Gathering and Management • Asset and Site Displays on the Web Center • Standard Reports on-line in the Web Center or via email, which includes the • Alarm History Report (on-line) and one of the Run Reports Assumptions • Communications must be available 24/7/365 to the asset or site to provide this service. The Operations Center is not responsible for loss of communications. • At least once every 48 hours, The Operations Center will verify the monitoring system is communicating (excluding sites with portable wireless assets). • Automated alarm notification is typically setup to make 1 attempt. • Customer must provide their own standard email account, or email enabled mobile devise for receipt of Alarm Notification. • The Operations Center is not responsible for failures of the email enabled mobile devise, or Internet providers. • For satellite monitoring systems, the limit is 90 messages a month unless specified in writing elsewhere. Messages over 90 will incur an additional charge of $0.25 per message. (For example, a typical 'poll" to the monitoring system, requesting updated values & GPS, will use up to 6 message packets. Thus, a typical poll will cost $1.50, after the free 90 messages are used up.). • With exception -based monitoring systems, the data in the Web Center is updated when there is a change of state (i.e. an alarnUevent) or if the unit is 'polled' for information. • Data for dialup sites is updated once every 24 hours unless specified elsewhere in this document. • Data is stored in the online database for 13 months and then may be archived per standard policy. • Asset and Site Displays are current as of the last communication with the site or asset. For standby Model 200 (wireless) systems with analog values, the Web Center will typically be setup to automatically poli the monitoring system for fresh values once every week. • The run report that is available is determined by the type of monitoring hardware Installed on the site or asset. Web Center Users: ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W IIEGiERCAT. COM/POWER 5/2/2013 • Access to the Web Center will be given only after a Web Center User Access Form, signed by the authorized dealedcustomer representative for a given asset, is received in the Operations Center. Changes to user access must be submitted in the some manner. • The standard services package includes Web Center access for up to three (3) users per site/group. A maximum of three (3) users per P.O. may be set up with aggregate views (access to multiple assets). Additional users may be set up (within reasonable limits) and changes made to existing users for a one- time fee. Number of Asset Views and Points Displayed: • Additional Web Center Asset View displays are available for $150 each (one display per primary asset is standard with Model 100 or 200 monitoring systems; two displays per primary asset with Model 3001300X or 400 monitoring systems without a GSI. • The standard number of analog points that will be configured in a Web Center Asset View is four (4). The standard number of discrete points that will be configured in a Web Center Asset View is ten (10). Additional points may be added to the view (during Initial asset configuration) for $50 each. • When the GSI is set up within the Web Center, the standard Web Center Asset View will not be setup, due to the potential for conflicting information. GPS Mapping Description: This service will provide a map of the location or your asset on the Web Center. Assumptions • Customer has at least the standard service package • Monitoring hardware has GPS capability • On satellite -based systems, GPS Mapping communications are not counted as part of the 90 message limit in the Standard Service Package. • This service includes daily automated updates of GPS position, • Adequate satellite coverage is required to provide GPS mapping. • In order to provide the GPS location, the monitoring system must be powered up. • The mapped position of an asset may be temporarily affected by signal reflection due to tall buildings in the vicinity of the asset. Data Spreadsheet Report Description: This report provides a data file export in a tabular spreadsheet format that Includes key parameters on your asset or site over a specified period of time. The customer generates this report as needed in the Web Center. The variables can also be defined and saved in the Web Center, and either run as needed or scheduled for recurring automated distribution via email. Assumptions • Customer has at least the standard service package • This report is available via email or on-line. • Remote communications or site issues may prevent data from arriving In the Web Center. • Phone support for 3rd party equipment/software/communications issues will be billed. Managed Alarm Service Description: With this service the Coordinator receives notification of all alarms and then will contact an Individual on the customer's predefined contact list. Upon request, the Coordinator will also work with onsite personnel to relay information regarding the site such as active alarms and alarm history. Assumptions • Customer has at least the standard service package. • Coordinator will go through the contact number list once, leaving messages if possible and waiting 15 minutes before calling the next number. If no one answers, an email will be sent (if an email address has been provided). If any of the contact people return the call, the Coordinator will review the alarm information with them. • The customer may designate up to 4 phone/pager/email numbers for the contact list. Additional numbers may be added to the list for $10/month each. Changes to the contact numbers, after initial activation, may be submitted to coordinator@weboenteroperations.com ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZMGL.ERCAT.COM/POWER 5/2/2013 • The customer may provide 2 separate lists for different shifts or time periods during the day. • The customer may also provide 2 separate lists of contacts for different types of alarms, per site or asset group. (i.e. notify customer on loss-ofutility & fuel alarms, but notify the Cat dealer on all other alarms). • The Coordinator will make contact with one Individual on the list of contacts. If additional people are to be reached after the first, or if multiple calls to the same person are needed, then a $20/month adder for each will apply. • Since the Coordinators are receiving and responding to the alarms, the customer or dealer will typically not get any automated notifications and will not have access to the alarms on the alarm board, unless requested in writing prior to activation. (Alarm History may still be viewed by customers via the Web Center.) • Fuel Dispatch Service is included in the Managed Alarm Response service, if requested, at no additional charge. The same policies appy, unless otherwise stated. • Customer has at least the standard service package. • The Fuel order point is based on an alarm. • The Operations Center will order amount of fuel based on last available reading indicating space available in tank. It is recommended that the customer provide analog readings for the most accurate order amount. • The Operations Center will answer questions from the fuel vendor or customer, as needed, until the alarm returns. • Run signal events (such as start/stop or breaker position) will not typically be set up as alarms. In unique applications and upon request, a run signal may be covered by this service for $25/month adder. This covers a maximum of 2 runs per month, if a run schedule is provided to coordinator@"bcenteroperations.com in advance. The Operations Center will disregard alarms from run events that are on the customer's schedule. Additional pre -scheduled runs beyond 2/month will be allowed for $25 each. Run alarms that occur without prior schedule will result in a $50 per run fee. • The customer/dealer will notify the Operations Center in advance of on-site maintenance. 1 maintenance alarm (without advance notice to the Operations Center) per site or asset group per year will be allowed without charge. A maximum of 10 per dealer per year will be allowed without charge. A fee of $25 per occurrence will be applied afterward. • Toggling alarms (a repeat alarm notification from the same root cause that has yet to be resolved.) must be fixed within the following timeframe: Frequency of alarm: Must be fixed vvithin: more than 1 every 10 minutes 6 hours more than 1 every hour 12 hours more than 1 every 6 hours 2 days more than 1 every day 1 week more than 1 every week 1 month • If a toggling alarm is not fixed within the timeframe above, the dealer will be notified by the Operations Center and will choose 1 of the following 3 options: ■ Pay the Operations Center to disable the alarm, and re -enable It later, at a labor rate of $100/hour. • Have a $50 per day additional fee applied to their normal monthly services fee, until the toggling alarm is fixed. • Discontinue alarm service. (the Operations Center reserves the right to disable the alarm and/or discontinue Managed Alarm service If the condition persists beyond the fix limit.) Managed Output Control Description: This service gives the customer the ability to control their assets by contacting the Operations Center or designating a third party to contact the Operations Center with their request. Assumptions • Customer has at least the Standard Service Package and Managed Alarm Service. • If the customer has On -Demand Control then they will not have Web Center Control. • Includes setup of recurring scheduled runs, upon request. • Notification to run must be by telephone call, email or fax. • Request to run will be received at least (1) hour before the run. ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W WMEGLERCAT.COMIPOWER 5/2/2013 • This service includes an email or text message confirmation notification to the customer per site, per requested run. Additional notifications or specialized procedures can be quoted as needed. • Customer defined procedures for the Operations Center to operate their asset(s) are subject to approval by the Operations Center and may initiate a service pricing adjustment ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZIEGLERCAT.COM/POWER 5/2/2013 TERMS AND CONDITIONS The following terms and conditions shall apply to sale of telematics goods and services, as defined in this Proposal, by POINTGUARD LLC (hereinafter called "POINTGUARD). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if Purchaser places a purchase order In response to this Proposal. 1. General YOUR PURCHASE ORDER MUST REFERENCE THIS PROPOSAL. In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in purchase orders for Monitoring Devices or Telematics Services, or in any other forth issued by Purchaser, whether or not any such form has been acknowledged or accepted by POINTGUARD, the terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon POINTGUARD unless made in writing and signed by a Vice President or President of POINTGUARD. 2. Confidential Inform rtlon Except as expressly authorized by prior written consent of the disclosing party, the receiving party shall: a. Limit access to the other party's Confidential Information to employees, agents, representatives, and consultants who have a need -to -know in connection with its obligations under this Proposal and any resulting purchase orders. b. Not disclose the other party's Confidential Infornation to any third party, unless pursuant to valid legal or regulatory requirements, in which case the disclosing party shall provide written notice to the other party before producing such Confidential Information. c. Advise its employees, agents, representatives, and consultants having access to the other party's Confidential Information of its obligations under this Proposal and any resulting purchase orders.. d. Safeguard the other party's Confidential Information using a reasonable degree of care, but at least the same degree of care used by it in safeguarding its own confidential information. e. Use the other party's Confidential Information only in connection with the performance of its obligations under this Proposal and any resulting purchase orders. f. Except as otherwise set forth in this Proposal, the Parties shall not disclose to any third party the terms and conditions of the Proposal and any resulting purchase orders without prior written consent of the other party. Upon the expiration or sooner termination of this Proposal and any resulting purchase orders each party shall return or, if requested by the disclosing party, destroy and certify the destruction of, the other's Confidential Information. Equitable Remedies. Each party acknowledges that if It breaches (or attempts to breach) or if its employees, agents, representatives, or consultants breach (or attempt to breach) the obligations set forth in this Section, the other party will suffer immediate and irreparable harm, it being acknowledged that legal remedies are inadequate. Accordingly, If a court of competent jurisdict"on should find that any party has breached (or attempted to breach) any such obligations, such party shall not oppose the entry of an appropriate order compelling performance by such party and restraining it from any further breaches (or attempted breaches). 3. Quotations Unless otherwise stated, POINTGUARD's quotation shall be null and void unless accepted in writing by Purchaser within sixty (60) days from the date of quotation. 4. Uses of Information The Parties agree that Purchaser and/or its customers owns all rights and title to the Accumulated Data (as defined below). Purchaser hereby authorizes POINTGUARD to collect and use the Accumulated Data only for the purpose of providing the Telematics Services and fulfilling its obligations under this Proposal and any resulting purchase orders. The Parties acknowledge and agree that POINTGUARD will collect information about the Connected Assets, including information about the operation and use of the Connected Assets. Purchaser authorizes POINTGUARD to collect, use and store any of this information and to provide information to Service Providers solely in connection with the Telemafics Services to be provided to Purchaser. Purchaser hereby grants POINTGUARD an unrestricted right and license to collect, maintain and use the Accumulated Data solely for carrying out Its obligations under this Proposal and any resulting purchase orders.. "Accumulated Data" means the data derived from the Connected Assets during the term of this Proposal and arty resulting purchase orders. Aggregate Data may be used by POINTGUARD for internal business purposes, analysis, and improvement of services. "Aggregate Data" means summary information derived from the Accumulated Data of multiple assets and multiple customers Purchaser hereby acknowledges and agrees that POINTGUARD and its affiliates may disclose to third parties aggregate data, so long as Purchaser and specific machines are not identifiable from the disclosed aggregate data. ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZIEGLERCAT. COM/POWER 5/2/2013 5. Price Changes and Cost of shipment Unless otherwise stated, prices are in U.S. dollars. Changes in Services Subscription and Monitoring Device prices may apply at the automatic renewal of this purchase order, with at least ninety (90) days advance written notice by POINTGUARD. Unless otherwise stated, all prices are FOB London, ON, Canada, delivered duty unpaid. Customary methods of shipment shall be selected by POINTGUARD and such shipment will be at Purchaser's expense. Special methods of shipment will be used upon Purchaser's request and at Purchaser's expense provided reasonable notice of Purchaser's shipment requirements are given by Purchaser to POINTGUARD prior to shipment. Any export permit required shall be at the expense of the Purchaser. S. Taxes Prices do not include Federal, State, Provincial or Municipal sales, use, value-added or similar tax. Accordingly, in addition to the price specified herein, the amount of any present or future tax (sales, use, value-added or similar) applicable to the sale of the Hardware and Services hereunder to or the use of such by Purchaser are the sole responsibility of the Purchaser. 7. Installation and Technical Support Unless otherwise stated in this Proposal, installation and commissioning of Monitoring Devices Is to be provided by the Purchaser. Technical support via phone will be available from POINTGUARD. Standard installation instructions will be provided by POINTGUARD and will be in English only. Provision and installation instructions for all wines, cables, conduits, terminations, transducers, electrical panels, relays, and/or switches will be the responsibility of the Purchaser unless stated otherwise in this Proposal. It is the responsibility of the Purchaser to determine connection points on the Purchaser's equipment and the Monitoring Devices. POINTGUARD will not be responsible for wireless communication performance due to installation location of the Monitoring Devices. It is the Purchaser's responsibility to ensure the Monitoring Device is installed so that adequate signal strength is received. POINTGUARD Maintains a 24/7/365 Call Center, that handles all calls from the purchaser at 1-888-320-8332. Upon receipt of a purchaser support request, the Call Center will begin the support process by initiating a support ticket, Level 1 Technical Support will attempt to resolve the issue and may need to escalate the issue to Level II Technical Support to address the issue accordingly. Technical Support is provided Monday through Friday between the hours of 8:00AM and 8:00 PM Eastern Time. Outside of these hours, emergency Technical Support is available for a fee. Requirements when POINTGUARD provides Installation and commissioning, If stated In this Proposal: 1. There must be free and dear access to the site and no existing conditions that would create a hazard for the technician. 2. The must be a 120VAC convenience outlet available for the technician to use. 3. The technician will not work with power circuits or wiring (120VAC or higher voltages). 4. The technician will not work in transfer switchgear cabinets unless power circuits are completely isolated with barriers, or all sources (utility, generator, UPS, etc) to transfer switchgear are de -energized. 5. The technician must have access to the site during normal business hours Monday through Friday, with access for at least 10 hour days if necessary. 6. The customer must complete the installation of the required Ethernet connection for the monitoring system, and must confirm it is functional before the technician arrives. 7. The technician must have direct access to the Internet through the Ethernet connection during Installation and commissioning. This is in addition to the monitoring system connection, and is not required after the installation and commissioning Is complete. 8. The customer's IT department must be available during installation and commissioning to help resolve connectivity Issues between the site and POINTGUARD. 9. Any installation or commissioning delays outside the control of the POINTGUARD technician will be billed extra. 10. POINTGUARD requires at least 6-8 weeks notice prior to the start of installation (this may change based on technician availability). 8. Services Activation and Availability Purchaser must provide the information and administrative support required to setup and activate the Services. Services Availability In certain circumstances, Services may not be available, and therefore POINTGUARD will not be held responsible for reasons such as, but not limited to: a blockage of wireless coverage by man-made or natural structures; failure, limitations or equipment outages of a wireless or other component of the Communications Network, regulatory requirements or notification of harmful interferences; where wireless communication is employed, the failure of the wireless transmission facility provider to provide such service for any reason; landline, frame relay, or other terrestrial wireless network service interruptions; force majeure; power interruptions, or other factors affecting the POINTGUARD Systems or the Communications Network, including scheduled interruptions and software/communication ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W21EGLERCAT.COM/POWER 5/2/2013 Infrastructure obsolescence In certain extreme circumstances where Services are expected to be unavailable for an extended period of time, POINTGUARD reserves the right to terminate the Services upon 60 days written notice. POINTGUARD is not responsible for the Hardware or Services of others. POINTGUARD and Purchaser are not responsible for defects, breaches or failure to perform by third parties providing Hardware or Services or for problems with their Hardware. Rather, in such cases, Purchaser shall look to the third party providing the Hardware or Services for any recourse or remedies. Without limiting the generality of the foregoing, POINTGUARD will not be responsible for communication failures attributable to the Communications Network or the supplier of communication Services. Wireless Communications Coverage and Usage Limitations Services only apply to Purchaser's equipment within POINTGUARD-approved regionsicountries. POINTGUARD may charge extra for roaming outside the approved region/country. Should the equipment be moved outside the approved region/country, the purchaser shall be entirety responsible for complying with local wireless telecommunications regulations. The purchaser shall use the Monitoring Device solely with the intended wireless network services, 8. Authorized Users Purchaser shall be responsible for all employees, agents, affiliates, and representatives of Purchaser, as well as unauthorized persons who use the Telematics Services. For that purpose Purchaser will designate users whom Purchaser authorizes to access and use the Telematics Services ("Authorized User'). Purchaser is solely responsible for administering and managing Authorized Users. Neither POINTGUARD nor any Service Provider shall have any obligation to inquire about the authority of anyone using the Connected Assets and Telematics Services, or any personal identification number, or any information that can be used to identify Purchaser or its customers. 10. Force Majeure Fires, floods, strikes, acts of terrorism, war, ads of God, lockouts, epidemics, accidents, shortages of transportation, any governmental warnings that either party might reasonably rely upon which would curtail their operations, or any other causes beyond the reasonable control of the parties, which prevent a party from performing its obligations hereunder, shall operate to suspend such obligations during the period required to remove such cause or causes. 11. Limited Warranty POINTGUARD warrants that all Monitoring Devices sold hereunder has been inspected and tested and found to meet its published specifications when shipped from POINTGUARD's plant POINTGUARD warrants that said Monitoring Devices will be free from defects in material and workmanship for a period of one year from the date of shipment; provided, however, that this warranty does not apply to normal deterioration of replaceable or renewable parts and components. EXCEPT FOR THE WARRANTY EXPRESSLY SET FORTH IN THE PRECEDING SENTENCES, POINTGUARD MAKES NO WARRANTY (EXCEPT AS TO TITLE), EXPRESS, IMPLIED, BY DESCRIPTION, BY SAMPLE OR OTHERWISE, AND IN PARTICULAR AND WITHOUT LIMITATION MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE. No modifications are authorized In this warranty unless in writing and signed by the President or any Vice President of POINTGUARD. Repair or Replacement exclusive Remedy If any Item of Monitoring Device fails to conform with the provisions hereof, Purchaser's sole and exclusive remedy is to return the non- conforming Monitoring Device for repair, replacement or, at POINTGUARD's option, refund, to POINTGUARD's factory, shipment charges pre -paid. If POINTGUARD confirms that such Monitoring Device is non -conforming, POINTGUARD will repair or replace the same, free of charge FOB London, Ontario, delivered duty unpaid or at its option, POINTGUARD may refund or credit the purchase price paid for the non -conforming Monitoring Device. POINTGUARD's obligation hereunder is subject to the other terms and provisions hereof, and shall terminate no later than one year from the date of shipment of the Monitoring Device. The Purchaser is responsible for: operating the Monitoring Device in accordance with the manufacturer's instructions, accepting POINTGUARD's sole judgment as to whether the faulty part is defective In material or workmanship, any costs in excess of the purchase price of the Monitoring Device, other miscellaneous costs including but not limited to loss of use, travel, lodging, taxes, telephone calls, overtime, etc, and completing payment for the purchase of Monitoring Device under warranty. 12. Limitation of Liability PURCHASER ACKNOWLEDGES THAT THE LIABILITY OF POINTGUARD IS LIMITED AS FOLLOWS: (A) POINTGUARD IS NOT LIABLE FOR THE ACTIONS OR INACTIONS OF PURCHASER OR ANY END CONSUMER; (B) POINTGUARD IS NOT LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INJURIES TO PERSONS OR PROPERTY ARISING OUT OF OR RELATING TO THE TELEMATICS SERVICES, OR THE INSTALLATION, REPAIR OR MAINTENANCE OF THE MONITORING DEVICE OR OTHER EQUIPMENT; (C) THE MAXIMUM LIABILITY OF POINTGUARD TO PURCHASER UNDER ANY THEORY (INCLUDING TORT, BREACH OF CONTRACT OR PRODUCT LIABILITY) IS LIMITED TO AN AMOUNT EQUAL TO THAT PORTION OF PURCHASER'S FEES FOR A SPECIFIC CONNECTED ASSET RELATING TO THE PERIOD OF SERVICE DURING WHICH SUCH DAMAGES OCCUR; (D) UNDER NO CIRCUMSTANCES CAN PURCHASER RECOVER PUNITIVE DAMAGES, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES OR ATTORNEYS' FEES; (E) POINTGUARD SHALL HAVE NO LIABILITY FOR SERVICE INTERRUPTION; ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEK MN 55379 W W W.ZIEGLERCAT.COM/POWER 5/2/2013 (F) POINTGUARD IS NOT RESPONSIBLE FOR ANY ERRORS, DEFECTS, PROBLEMS OR MISTAKES IN DATA OR INFORMATION PROVIDED TO PURCHASER. ALL LIMITATIONS OF LIABILITY AND INDEMNITIES WILL SURVIVE THE TERMINATION OF THISPROPOSAL AND ANY RESULTING PURCHASE ORDERS. PURCHASER ACKNOWLEDGES THAT WIRELESS SERVICE IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF POINTGUARD'S NETWORK. SERVICE MAY BE REFUSED, INTERRUPTED OR LIMITED BECAUSE OF (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATION CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, AND OTHER CAUSES REASONABLY OUTSIDE OF POINTGUARD'S CONTROL; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF WIRELESS AND OTHER SERVICES. CONNECTIONS MAY BE DROPPED FOR A VARIETY OF REASONS, INCLUDING WITHOUT LIMITATION, ATMOSPHERIC CONDITIONS, TOPOGRAPHY, WIRELESS SYSTEM OVERCAPACITY, WEAK BATTERIES, OR GAPS IN COVERAGE WITHIN A WIRELESS SERVICE AREA. UNDER NO CIRCUMSTANCES SHALL POINTGUARD BE LIABLE FOR THE FAILURE OF A SERVICE PROVIDER TO PERFORM. UNDER NO CIRCUMSTANCES SHALL POINTGUARD BE LIABLE TO PURCHASER FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND. IN ADDITION, POINTGUARD SHALL NOT BE LIABLE FOR DELAYS OR FAILURES IN PERFORMANCE OR SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES BEYOND ITS CONTROL, SUCH AS NATURAL DISASTERS, ACTS OF WAR, UTILITY OR NETWORK INTERRUPTIONS, SERVICE PROVIDER FAILURES OR INTERRUPTIONS, INTERNET, COMPUTER, TELECOMMUNICATION OR EQUIPMENT FAILURES OR WORK STOPPAGES. PURCHASER UNDERSTANDS THAT POINTGUARD AND ITS SERVICE PROVIDERS CANNOT GUARANTY THE SECURITY OF WIRELESS TRANSMISSIONS, AND WILL NOT BE LIABLE FOR ANY LACK OF OR BREACH OF SECURITY WITH RESPECT TO THE SERVICES PROVIDED UNDER THISPROPOSAL AND ANY RESULTING PURCHASE ORDERS, 13. IndemnlHcation Subject to the limitations of liability set forth in this Proposal, POINTGUARD agrees to and shall indemnify, defend and hold harmless Purchaser, and all of its officers, employees and agents, against any and all claims, lawsuits and losses to the extent arising from the failure of POINTGUARD to perform its obligations under this Proposal or from the negligence of POINTGUARD, its officers, employees and agents. Sub ct to the limitations of liability set forth in this Proposal, Purchaser agrees to and shall indemnify, defend and hold harmless POINTGUARD, Its Service Providers, and all of their officers, employees and agents, against any and all claims, lawsuits and losses to the extent arising from the failure of Purchaser to perform Its obligations under this Proposal or from the negligence of Purchaser, its officers, employees and agents. 14. Returned Goods No Monitoring Device may be returned to POINTGUARD without POINTGUARD's prior written permission. POINTGUARD reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after POINTGUARD has authorized the return of goods for credit. POINTGUARD reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in POINTGUARD's warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. 15. Terms of Payment Unless otherwise stated, invoices are payable within thirty (30) days of invoice date. POINTGUARD reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of one and a half percent (1.5%) per month. The charging of such interest shall not be construed as obligating POINTGUARD to grant any extension of time in the terns of payment. 16. Changes and Termination Specific Purchase Orders for Monitoring Devices accepted by POINTGUARD under the terms of this Proposal are not subject to changes or cancellation by Purchaser, except with POINTGUARD's written consent. Termination of Services requires written notice by either party at least 90 days prior to the end of the end of the existing Purchase Order. Purchaser's early termination of Services will result in a charge by POINTGUARD to Purchaser of the full amount of Services fees and any hardware and financing fees (if applicable) that are remain ng in the Purchase Order, and may Include any associated administrative fees. If termination notice is not received within the notice period prior to the end of the Purchase Order, the Purchase Order will automatically renew for an additional one year period. In such cases where POINTGUARD authorizes changes or cancellation, POINTGUARD reserves the right to charge Purchaser for reasonable costs based upon expenses already incurred and commitments made by POINTGUARD, Including, without limitation, any labor done, material purchased, travel expenses and also including Supplier's usual overhead and reasonable profit and cancellation charges from POI NTGUARD's suppliers. 17. The Agreement Upon receipt of a Purchase Order referencing this Proposal, this Proposal shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements. No addition to or variation of ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W W.ZIEGLERCAT.COM/POWER 5/2/2013 these terms and conditions shall be binding upon POINTGUARD unless expressly agreed in writing by an authorized representative of POINTGUARD. This Proposal and any resulting Purchase Orders shall be governed, enforced, and construed under the laws of the State of Minnesota, United States of America. Purchaser hereby submits to the jurisdiction of the state and federal courts for the State of Minnesota, County of Hennepin, and said courts shall have exclusive jurisdiction and venue to adjudicate the rights and obligations of the parties relating in any manner to the purchase order. ZIEGLER Power Systems 8050 COUNTY ROAD 101 EAST SHAKOPEE, MN 55379 W W WIIEGLERCAT.COM/POWER 5/2/2013 POINTGUARD SERVICES ORDER CUSTOMER ACKNOWLEDGMENT Contract #: Terms "Initial Term" shall be: I year [ ], 2 years [ ], 3 years [I, and billing will begin upon activation This order shall automatically renawfor successive 1 [ons] year periods unless one pally provides the other party (60) days prior notice before the end of the Initial Term or a subsequent term in accordance With the POINTGUARD Subscriber Senvlce Agement Anticipated Availability for new or changed Services: VVHNn 7 Days from POI NTGUARD 'acceptance of a valid oder. Dig Cnanncy : US Dollar Prepayment Terms The Subscriber agrees to prepare for the carsMtted fees at the begInning of the InItal Term and each Renewal Tenn. All subscdpbon and peruse charges on Subscribers account will be applied toward We prepayment amount. Insuflldent prepayment funds do not relieve Subscriber of any payment obligations arising under the temm and conditions of any POINTGUARD Service Agreement andlor Order Form, entered into either prior or subsequent to emcrmon of this prepayment amendment All payments received will be applied to the outstanding balances in any previous invoices and any remaining prepayment amount, if any, will be applied to the current invoice amount in the evert of an inadequateamount of prepayment Nods, Services may be denied purchases. payment Is received and applied against any outstanding balance and purasea. POINTGUARD may apply amountss du due from any Subscriber account to prepayment funds. rab,criber Irtformatiort POINTGUARD's creation of a website for Subscriber to access the POINTGUARD Services shall constitute POINTGUARDs acceptance or Subscribers duly authorized offer to purchase POINTGUARD Services in accordance with the Terre and Conditions herein. If the Subscriber has a signed Services Agreement with POINTGUARD such agreement will govern Subscribers use of POINTGUARD Services ordered on this form. N Subscriberdoera not have a signed Services Agreement with POINTGUARD, uss of POINTGUARD Services by Subscribersis governed try the POINTGUARD Subscriber Service Agreement Pound at http.itwww.POINTGUARD.com/subscriberaWeament i fired aml Delivered: - on the _ day of 20_ on behalf of the Compargr by Its duly authorized representative NAME: SUBSCRIBER BLUNG CONTACT INFORMATION: TITLE: NAME ORGANIZATION NAME: TITLE ADDRESS: ADDRESS: OFFICE: OFFICE: EMAIL: FAX: SIGNATURE: EMAIL: PROFESSIONAL SERVICES AGREEMENT This Agreement is made as of the day of 2013, by and between the Joint Water Commission; Cities of Crystal, Golden Valley, and New Hope, a joint powers organization, pursuant to Minnesota Statute 471.5 7, hereinafter referred to as JWC, and Titan Energy Systems, hereinafter referred to as Consultant, with offices located at 6321 Bury Drive, Suite 8, Eden Prairie, Minnesota 55346. Witnesseth, that the JWC and Consultant, for the consideration herein named, agree as follows: SECTION 6 / EJt1EBITS SECTION 1 / GENERAL CONTRACT The following initialed Exhibits are attached to and PROVISIONS made a part of this Agreement: These provisions shall be as set forth in Exhibit A. SECTION 2 / SCOPE OF WORK The scope of work to be performed by Consultant is set forth in Exhibit C. The work and services to be performed hereunder and described in Exhibit C shall be referred to herein and in the General Contract Provisions as the Project. SECTION 3 / COMPENSATION Compensation to Consultant for services described in this Agreement shall be as designated in the attached Exhibit D and as hereinafter described. SECTION 4 / WORK SCHEDULE The anticipated schedule is set forth in Exhibit C. SECTION 5 / SPECIAL CONDITIONS Special conditions, if any, are as set forth in Exhibit G. OWNER: JOINT WATER COMMISION ADDRESS: 7800 GOLDEN VALLEY ROAD GOLDEN VALLEY, MN 55427 BY: Thomas D. Burt SIGNATURE: TITLE: Chair Professional Services Agreement Page 1 of X Exhibit A General Contract Provisions X Exhibit B Definitions X Exhibit C Scope of Work X Exhibit D Compensation X Exhibit E Insurance Schedule SECTION 7 / ACCEPTANCE OF AGREEMENT All work and services described in this Agreement shall be performed by Consultant only after written acceptance of the JWC. The undersigned hereby accept the terms and conditions of this Agreement and Consultant is hereby authorized to perform the services described herein. CONSULTANT: TITAN ENERGY SYSTEMS ADDRESS: 6321 BURY DRIVE SUITE 8 EDEN PRAIRIE, MN 55346 By: SIGNATURE: TITLE: EXHIBIT A GENERAL CONTRACT PROVISIONS ARTICLE I - GENERAL These general contract provisions are incorporated in and become a part of the Agreement to which it is attached between Titan Energy Systems, hereinafter referred to as Consultant, and the other party to the Agreement, Joint Water Commission, hereinafter referred to as JWC, wherein the JWC engages the Consultant to provide certain services more particularly described in Exhibit C, Scope of Work Either party maybe hereinafter referred to as party or, collectively, parties. The starting date will commence when authorized by the JWC. ARTICLE 2 - CHANGED CONDITIONS If the Consultant determines that any services it has been directed or requested to perform are beyond the scope as set forth in Exhibit C or that, due to changed conditions or changes in the method or manner of administration of the Project, the Consultant's effort required to perform its services under this Agreement exceeds the estimate which formed the basis for the Consultant's compensation, Consultant shall promptly notify the JWC of that fact. Additional work and additional compensation for such work, and the extension of time for completion thereof, shall be set forth in a supplemental Agreement entered into by the parties prior to proceeding with any additional work or related expenditures. Such supplemental Agreement shall be incorporated in and become a part ofthis Agreement. ARTICLE 3 - TERMINAT70N The JWC may by written notice terminate the Agreement or any portion thereof when it is deemed in the JWC's best interest to do so or the JWC is unable to adequately fund payment for the Agreement because of changes in State fiscal policy, regulation or law. In the event of termination, copies of plans, reports, specifications, electronic drawing/data files (CADD), field data, notes, and other documents whether written, printed or recorded on any medium whatsoever, finished or unfinished, prepared by the Consultant pursuant to this Agreement and pertaining to the work or to the Project, (hereinafter 'Instruments of Service'l, shall be made available to the JWC pursuant to Article 4. All provisions ofthis Agreement allocating responsibility or liability between the JWC and Consultant shall sun ive the completion of the services hereunder and/or the termination of this Agreement. ARTICLE 4 - REUSE AND DISPOSITION OF INSTRUMENTS OF SERVICE During the course of the work, the Consultant shall (if requested,) make available to the JWC copy(ies) ofthe Instruments of Service. At the time of completion or termination ofthe work, the Consultant shall make such Instruments of Service available to the JWC upon (i) payment ofamounts due and owing for work performed and expenses incurred to the date and time oftermination, and (ii) fulfillment ofthe JWC's obligation under this Agreement and such Instruments of Service shall become the property of the JWC. Any use or reuse of such Instruments of Senice by the JWC or others without written verification or adaption by the Consultant except for the specific purpose intended will be at the JWC's risk and full legal responsibility. The JWC agrees, to the fullest extent permitted by law, to indemnify and hold the Consultant harmless from any claim, liability or cost (including reasonable attorneys' fees, and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of these Instruments of Service by the JWC or any person or entity that acquires or obtains the reports, plans and specifications from or through the JWC without the written authorization of the Consultant. Under no circumstances shall transfer of Instruments of Service be deemed a sale by Consultant, and Consultant makes no warranties, either expressed or implied, of merchantability and fitness for any particular purpose. Consultant shall cause any contract for work between Consultant and a tbird parry for work under this Agreement to contain the terms and provisions ofthis Article 4 relating to the Instruments of Service created by such subcontractor. ARTICLE 5 - AGREEMENT As used herein Agreement means: (1) The Agreement for engineering, surveying and planning services; (2) These general contract provisions; (3) The attached exhibits; and (4) The supplemental Agreement, where applicable. Exhibit A — General Contract Provisions Page 2 of 9 As to superseding effect, the attached exhibits shall govern over these general provisions, and the supplemental Agreement, where applicable, shall govern over attached exhibits and these general provisions. The Agreement constitutes the entire understanding between the Consultant and JWC. The Agreement supersedes all prior written or oral understanding and may only be amended, supplemented, modified or cancelled by a duly executed written instrument. ARTICLE 6 - RESPONSIBILITIES A. In order to permit the Consultant to perform the services required under this Agreement, the JWC shall, in proper time and sequence and where appropriate to the Project, at no expense to the Consultant: L Provide available information as to its requirements for the Project. 2. Guarantee access to and make all provisions for the Consultant to enter upon public and private lands to enable the Consultant to perform its work under this Agreement. 3. Provide such legal, accounting and insurance counseling services as may be required for this Project, (such as review of insurance certificates, bonding clarifications and legal questions regarding property acquisition or assessment). 4. Notify the Consultant whenever the JWC observes or otherwise becomes aware of any defect in the Project. 5. The JWC or a person or persons designated, shall act as JWC's representative with respect to the services to be rendered under this Agreement. The JWC's representative shall have the authority to transmit and receive instructions and information and to interpret and define the JWC's policies with respect to services rendered by the Consultant. 6. Furnish data (and professional interpretations thereof) prepared byor services performed by others, including where applicable, but not limited to, previous reports, core borings, probings and sub -surface explorations, hydrographic and hydrogeologic surveys, laboratory tests and inspection ofsamples, materials and equipment; appropriate professional interpretations of the foregoing data; environmental assessment and impact statements; property, boundary, casement, right-of-way, topographic and utility surveys; property description; zoning, deed and other land use restrictions; and other special data. 7. Review all reports, sketches, drawings, specifications and other documents prepared and presented by the Consultant, obtain advice of legal, accounting and insurance counselors or others as JWC deems necessary for such examinations and render in writing decisions pertaining thereto within reasonable times so as not to delay the performance by the Consultant of the services to be rendered pursuant to this Agreement. 8. Where appropriate, endeavor to identify, remove and/or encapsulate asbestos products or materials or pollutants located in theproject area prior to accomplishment by the Consultant of any work on the Project. 9. Provide record drawings and specifications for all existing physical plants of facilities which are pertinent to the Project. 10. Where available provide other services, materials, or data as may be set forth. 11. Bear all costs incidental to compliance with the requirements ofthis article. 12. Provide the foregoing in a manner sufficiently timely so as not to delay the performance bythe Consultant ofthe services in accordance with the Contract Documents. B. Consultant shall be entitled to rely on the accuracy and completeness ofinformation or services famished by the WJC or others employed by the JWC. Consultant shall endeavor to verify the information provided and shall promptly notify the JWC if the Consultant discovers that any information or services furnished by the JWC is in error or is inadequate for its purpose. ARTICLE 7 - OPINIONS OF COST Opinion, ifany, ofprobable cost, construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs provided for are made or to be made on the basis ofthe Consultant's experience and qualifications and represent the Consultant's best judgment as an experienced and qualified professional design firm. The parties acknowledge, however, that the Consultant does not ha%c control over the cost of labor, material, equipment or services famished by others or over market conditions or contractor's methods of determining their prices, and any evaluation of any facility to be constructed or acquired, or work of necessity must be speculative until completion of construction or acquisition. Accordingly, the Consultant does not guarantee that proposals, bids or actual costs will not %ary from opinions, evaluations or studies submitted by the Consultant ARTICLE 8 - INSURANCE Consultant has procured insurance in the types and amounts set forth in Exhibit E, and shall cause any work subcontracted to a third party to be completed under a subcontract requiring the procurement of insurance in the types and amounts set forth in Exhibit E. The Consultant further agrees to famish certificates of the insurance set forth in Exhibit E to the JWC, naming the JWC as an additional insured, not later than ten (10) days after execution of this Agreement and will provide the JWC with written notice ten (10) days prior to cancellation of the policy or any material change in the coverage period. ARTICLE 9 - ASSIGNMENT This Agreement, intended to secure the service ofindividuals employed by and through the Consultant, shall not be assigned or transferred without written consent of the JWC. ARTICLE 10 - CONTROLLING LAW This Agreement is to be governed by the laws of the State of Minnesota. ARTICLE 11 - NON-DISCRIMINATION Consultant will comply with the provisions of applicable Federal, State and Local Statutes, Ordinances, and Regulations pertaining to human rights and non-discrimination, and shall cause any contract for work subcontracted to a third party to be completed under a subcontract requiring compliance with Article 11 herein. ARTICLE 12 - CONFLICT RESOLUTION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the JWC and Consultant agree that all disputes between them arising out ofor relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. ARTICLE 13 - CONFIDENTIALITY The Consultant agrees to keep confidential and not to disclose to any person or entity, other than the Consultant's employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information not previously known to and generated by the Consultant or furnished to the Consultant and marked CONFIDEN71AL by the JWC. These provisions shall net apply to information in whatever form that comes into the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction, or if it is reasonably necessary for the Consultant to defend himself or herself from any suit or claim. ARTICLE 14 - LOCATION OF UNDERGROUND IMPROVEMENTS The Consultant and/or his authorized subconsultant will conduct the research that in his or her professional opinion is necessary and will prepare a plan indicating the locations intended for subsurface penetrations with respect to assumed locations of underground improvements. Such services by the Consultant or his or her subconsultant will beperformed in a manner consistent with the ordinary standard of care. The JWC recognizes that the research may not identify all underground improvements and that the information upon which the Consultant relies may contain errors or may not be completed. The JWC agrees, to the fullest extent permitted by law, to waive all claims and causes of action against the Consultant and anyone for whom the Consultant may be legally liable, for damages to underground improvements resulting from subsurface penetration locations established by the Consultant, except that the JWC does not release the Consultant, its principals, employees, agents and consultants from negligence which causes damage to underground improvements resulting from subsurface penetration locations established by the Consultant. ARTICLE 15 - REVIEW It is understood and agreed by the Consultant that the JWC, through its authorized agents shall be the sole and final judge of the fitness of the work and its acceptability, and no payment shall be made to the Consultant hereunder until the work shall have been found acceptable by the JWC through its authorized agents. Exhibit A — General Contract Provisions Page 3 of 9 The Consultant shall be liable for any work done by a subcontractor for services rendered under this Agreement. The JWC shall be entitled to pay any such subcontractor directly in its own discretion. ARTICLE 16 - INDEMNIFICATION The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold the JWC, their elected officials, officers, agents and employees harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the provision of services, errors or omissions in the performance of professional services under this Agreement and those of Consultant, subconsultants or anyone for whom the Consultant is legally liable. The JWC agrees to the fullest extent permitted by law, to indemnify and hold the Consultant harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the JWC's negligent acts, errors or emissions and those of his or her contractors, subcontractors or consultants or anyone for whom the JWC is legally liable, and arising from the project that is the subject of this Agreement. EXHIBIT B DEFINITIONS B.1 "HOURLY BASIS" means that the fee shall be determined by multiplying the number of hours of work performed, times the direct personnel cost for the appropriate labor classification shown on the fee schedule. B.2 "EXPENSES" means costs incurred in the performance of the services described herein or authorized by the JWC which are not direct personnel costs or overhead costs. Expenses include long distance telephone charges, subconsultant fees, testing costs, outside reproduction and printing costs, equipment rental costs and similar costs. B.3 "IMPROVEMENT PROJECT"' means public improvement projects authorized by the JWC and paid for with public funds. B.4 "INSTRUMENTS OF SERVICE" means the specifications, plans and other documents (including those in electronic form), prepared by Consultant and its subcontractors of this project. Exhibit B — Definitions Page 4 of 9 EXHIBIT C SCOPE OF WORK GENERAL SCOPE OF SERVICES FOR IMPROVEMENT PROJECTS Consultant shall provide general maintenance and service on a JWC-owned Caterpillar Diesel Generator, Model 3412. The extent of service shall span three years and will include 6 site visits to perform maintenance activities. Maintenance activities shall include: • (3) Semi -Annual Inspections • (3) Annual Inspections • (2) 2 -Hour Load Bank Tests • (1) Cooling System Overhaul 0 (1) Battery Replacement • (1) Valve Adjustment • (1) Megohmeter Test Exhibit C — Scope of Work Page 5 of 9 SCHEDULE Maintenance activities shall be performed as follows: June 2013 Annual Inspection 2 -Hour Load Bank December 2013 Semi -Annual Inspection June 2014 Annual Inspection December 2014 Semi -Annual inspection Cooling System Overhaul Battery Replacement Valve Adjustment Megohmeter Testing June 2015 Annual Inspection 2 -Hour Load Bank December 2015 Semi -Annual Inspection Exhibit C — Scope of Work Page 6 of 9 EXHIBIT D COMPENSATION The JWC shall pay the Consultant on a per service event basis. The service events listed in Exhibit C shall be paid at the following prices: Semi -Annual Inspection $635.00 Annual Inspection $1,250.00 Cooling system Overhaul $1,978.00 Battery Replacement $1,380.00 2 -Hour Load Bank $875.00 Valve Adjustment $744.00 Megohmeter Testing $690.00 The following are the compensation terms: D.1 Receipt of Payment In order to receive payment for services, the Consultant shall submit monthly invoices describing in detail the services performed in accordance with this contract. The JWC shall pay Consultant before ten (10) days after receipt of (a) each monthly invoice, (b) a certificate from the JWC that work has been completed, and (c) an opinion of the JWC's attorney that the JWC is then obligated to pay the sum contracted for herein. The personnel who worked on the project shall be included in the invoice. Invoices shall include daily reports detailing the time for each day that the individual was working on the project. All invoices will include the JWC representative who authorized the work. All payments to the Consultant shall be made payable to Titan Energy Systems and the JWC does not assume and shall not have any responsibility for the allocation of payments or obligations of the Consultant to third parties. Exhibit D - Compensation Page 7 of 9 EXHIBIT E INSURANCE SCHEDULE GENERAL LIABILITY Carrier: Type of Insurance: Commercial General Liability Coverage: General Aggregate $2,000,000 Products-Comp/Ops Aggregate $2,000,000 Personal & Advertising Injury $1,000,000 Each Occurrence $1,000,000 AUTOMOBILE LIABILITY Carrier: Type of Insurance: Hired Autos Non -Owned Autos Coverage: Combined Single Limit $1,000,000 WORKER'S COMPENSATION AND EMPLOYERS' LIABILITY Carrier: Coverage Statutory Each Accident $ 500,000 Disease -Policy Limit $ 500,000 Disease -Each Employee $ 500,000 Certificates of Insurance will be provided upon request. Exhibit E — hiswance Schedule Page 8 of 8 Date of Proposal: May 28, 2013 Proposal Expires: July 1, 2013 Proposal Description: 3 Year 6 Visits Proposal Number. 390EMS Generator Malde: Caterpillar Model: 3412 Serial Number: Pending Attention: Bert Trae Location:City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 Maintenance Service Total: $12,197.00 SC Extended Warranty NA Option: 5C Cost: Additional Costs: Generator kW Rating: 550 Overall Total Cost: 12,197.00 71 Service Type Semi-Annual: Annual: Cooling System Overhaul:Battery M$635.00 Replacement: 244ourLoad Banlc $875.00 Valve Adjustment: $744.00 Megohmater Testing: $690.00 Service Performed December 2013, 2014 and 2015 Performed June 2013, 2014 and 2015 Performed December 2014 Performed December 2014 Performed June 2013 and 2015 Performed December 2014 Performed December 2014 Overhaul, (1) Battery Replacement, (1 ) Valve Adjustment and (1) Meghometer Test A checklist of the work completed will be included with the invoice. Cancellations will only be accepted In writing and must be received 60 days prior to the next scheduled service. There will be a cancellation fee equal to 10% of the remaining agreed amount Pricing reflects work being performed during normal business hours. Monday -Friday lam to Spm. Please call if you have any questions regarding this proposal. Upon acceptance, please sign below and send, fax or e-mail back to me. We appreciate your business and look forward to assisting you In all of your power generation needs in the future. We look forward to providing service for you! Accepted by: X Data: Eric Svedahl I Account Manager Office: 612-859-6329 1 Fax: 952-938-3290 1 E-mail: esvedahl@titanenergy.com