HomeMy WebLinkAbout5.691 Original Contract
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NETWORKED DISTRIBUTED RESOURCE
PARTICIPANT AGREEMENT
This NETWORKED DISTRIBUTED RESOURCE PARTICIPANT AGREEMENT ("Agreement") is
by and between CELERITY ENERGY PARTNERS LLC, a Washington limited liability company ("Celerity")
and CITY OF PORT ANGELES, ("Participant"). Celerity and Participant each shall also be referred to as
a "Party" or collectively as the "Parties."
BACKGROUND:
A. Celerity entered into an Energy Web Demonstration Project Contract with the Bonneville
Power Administration ("BPA") to develop a project to aggregate a number of standby electric generators
on the Upper Olympic Peninsula through the installation of controls, software applications and other
electrical and communications equipment on standby generators, with the aggregated electric energy and
capacity to be provided by Celerity for its own account to BPA ("NDR Project").
B. Participant owns the electric generation capacity, equipment, and systems described in
Exhibit A ("System"), which is currently utilized to provide standby electric generation in the event of a
failure on the part of its local utility to provide uninterrupted electric service located at 1509 E. Columbia,
Port Angeles, W A 98382 ("Premises").
C. Participant desires to participate in the NDR Project by permitting Celerity to utilize the
System while retaining the nght to electricity generated from the System in the event of interruption of
service from the Utility to Participant's facilities ("Emergency Use").
D. Celerity and Participant desire to utilize the System in connection with the NDR Project on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein
contained, and intending to be legally bound hereby, the Parties hereto agree as follows:
1. Rights and Responsibilities of Celerity Subject to the terms and conditions of this
Agreement, Celerity shall have the following rights and responsibilities:
A. USA of Sy!';tAm As more particularly described in this Section, Celerity shall have the
sole and exclusive license to utilize, control, operate, maintain, alter, retrofit, and construct the System for
use in the NDR Project according to the Scope of Work and Functionality outlined in Exhibit B. Without
limiting the forgoing, as part of the NDR Project, Celerity shall have the right (a) to install controls,
switchgear and other equipment described in Exhibit A ("Equipment") to the System, (b) to operate
Participant's System and (c) to sell, for Celerity's sole account, the electric power and energy produced by
Celerity's operation of Participant's System to BPA. Participant shall have the right to pre-approve all work
proposed by Celenty.
B. Right to Entry Celerity or Celerity's agents shall have the right to enter the Premises at
all reasonable times and with prior notice to Participant to examine the System and Equipment, and to
make such installations, repairs, alterations, improvements, and additions to the System, the Equipment
or Improvements as Celerity may deem necessary or desirable for operation under the NDR Project
Including, without limitation installation of temporary standby generation in the event of a fire or casualty.
Entries upon the Premises pursuant to this Section shall be accomplished at such times and in such
manner as to minimize, to the extent practicable under the circumstances, interference with Participant's
use of the Premises or inconvenience to the Participant. All such work to be done by Celerity pursuant
hereto shall be in such a manner as not to, compromise Participant's ability to use the System for
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Emergency Use, unreasonably interfere with Participant's use of the Premises. Celerity shall repair any
damage caused to the Premises as a result of the negligence of Celerity, its agents, employees or
contractors while such work is being performed Nothing herein contained, however, shall be deemed or
construed to impose upon Celerity any obligation, responsibility or liability whatsoever for the care,
maintenance or repair of the Premises, or the any improvements thereon or any part thereof, except as
otherwise herein specifically provided herein
c. Equipment
i. Cn~t nf Equipment Celerity and Participant shall contribute to the purchase and
installation of the Equipment according to the sharing allocation set forth in Exhibit A. Participant shall own
all right, title, and interest to the Equipment and the additions and improvements to the System, with the
exception of the communications and metering equipment, which shall remain the property of Celerity.
Celerity shall, before installing any Equipment or making any alterations, additions, or improvements to the
System ("Installation"), at its sole cost and expense, obtain all permits, approvals, and certificates required
by any governmental body or regulatory authority. Celerity shall promptly pay all contractors and
materialmen performing any installation, alterations, additions, or improvements under this Agreement.
Upon completion of such work, upon request of Participant, Celerity shall deliver to Participant releases of
liens signed by all contractors, subcontractors and materialmen so involved. Should any lien be made or
filed against the Premises, Celerity shall bond against or discharge the same within fifteen (15) days after
written request by Participant. In the event that Celerity shall fail to do so, Participant may discharge the
lien by payment of the amount secured thereby, and any amount so paid by Participant, along with any
attorney's fees or other costs relating to the discharge of such lien, shall be immediately payable by
Celerity to Participant. Celerity shall comply with all Federal, State, and local laws relating to the work,
contracting for the work, and performance of the work.
ii. Supervi~inn of In~tallatinn Celerity shall supervise and direct the work of all
contractors and subcontractors engaged by Celerity to perform the Installation. The Installation shall be
conducted in such a manner as to minimize to the extent reasonably practicable any disruption with
Participant's operations and the utilization of the System by Participant. Celerity shall be responsible, at its
sole cost and expense, for initiating, maintaining, and supervising reasonable safety precautions and
programs in connection with the performance of the Installation. Celerity shall adopt and enforce
reasonable rules regarding the conduct of subcontractors and all other persons engaged in the
Installation. Celerity shall keep the Premises free from accumulation of waste materials or rubbish
resulting from the Installation and shall be responsible for disposal of all such waste materials.
iii. LJnfnre~een Circum~tance~ Celerity shall review with Participant the
circumstances that, in Celerity's view, could result in a material adverse impact on Celerity's ability to
perform ("Unforeseen Condition"). For purposes of this Subsection, Unforeseen Conditions may include,
but are not limited to; (1) inability to secure necessary permits, interconnection or other approvals; (2)
inability to physically install the Equipment as planned; (3) evidence of material mechanical deficiencies
with Participant's System. Celerity and Participant shall negotiate in good faith to determine a mutually
agreeable solution to the Unforeseen Condition. In the event that Celerity and Participant are unable to
mutually agree upon such solution, Celerity may, in Its sole discretion, terminate this Agreement.
D. Maintenance During the Term and in consideration of Participant's license of the
System, Celerity shall be responsible, at its sole cost and expense, for scheduled maintenance to the
System and the Equipment as set forth in Exhibit C ("Maintenance Program"). Celerity shall, throughout
the Term, take good care of the System and the Equipment and, upon the expiration or other termination
of this Agreement, shall deliver to Participant the System in good working order and condition, reasonable
wear and tear excepted. Notwithstanding the foregoing, all damage or injury to the Premises or the
System, whether requiring structural or non-structural repairs, caused thereon wholly or in part by or
resulting from the carelessness, omission, neglect or improper conduct of Celerity or its servants,
employees, invitees or licensees, shall be repaired promptly by Celerity, at its sole cost and expense, tor
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the reasonable satisfaction of Participant. Celerity shall also repair all damage to the System and the
Premises caused by the installation and removal of Celerity's Equipment. All the aforesaid repairs shall be
of quality or class equal to the original work or construction. If, within ten (10) days after notice from
Participant, Celerity fails to proceed with due diligence to make repairs required to be made by Celerity,
the same may be made by the Participant at the expense of Celerity and the expense thereof incurred by
Participant shall be collectible as additional rent after rendition of a bill or statement therefor. Celerity
reserves the right, at its sole discretion, to perform additional maintenance beyond the Maintenance
Program.
E. Operation Celerity shall provide Participant with notice of the date that Celerity will
commence the operation of System as part of the NDR Project ("Operation Date"). The System shall be
operated as part of the NDR Project in accordance with the terms and conditions described in this
Section:
i. lJ~e of Power On and after the Operation Date and during the Term of this
Agreement, Celerity shall have the sole and exclusive right and license to operate the System to produce
electric power and energy and to provide such electric power and energy to SPA. Celerity shall own all
right, title and interest to all electrical power and energy produced by the System for other than Emergency
Use dunng the Term.
ii. Emergency Operation Notwithstanding any rights of Celerity hereunder,
Participant shall continue to have first right to use the system and to the electric power and energy
generated from System for Emergency Use.
ili. Limitation on Hours Celerity shall not operate the System as part of the NDR
Project for more than one hundred (100) hours in total for NDR Project use and System testing completed
on behalf of Participant during any twelve (12) calendar month period during the Term without the prior
written approval of Participant which approval shall hot be unreasonably withheld conditioned or delayed.
These hours shall include periodic testing for NDR Project operation to ensure reliability. In no case shall
the total annual hours of operation exceed that allowed by the Participant's environmental emissions
permit issued by the Federal, state or local environmental regulators or authorities.
iv. Limitation on Start~ Per Day Celerity shall not start the System on more than
two (2) occasions during any twenty-four (24) hour period for the NDR Project requirements during the
Term without the prior written approval of Participant which approval shall hot be unreasonably withheld
conditioned or delayed. Operation herein does not include Emergency Use.
v. Remote Dispatch Celerity shall dispatch the System remotely as part of the
aggregated load requirements of the NDR Project. Communication equipment and protocol for remote
dispatch shall be as described in Exhibit A.
vi. Fuel Supply During the Term, Celerity shall pay all fuel used in connection with
the operation, testing and first 12 hours of Emergency Use of the System as part of the NDR Project.
vii. Adherence with Participant'~ Procedure~ Celerity shall adhere to all of
Participant's applicable safety, security, access, notification and other procedures as pertain to the
installation, operation, and maintenance of Participant's System as described in Exhibit D.
2. Responsibilities of Participant Subject to the terms and conditions of this Agreement,
Participant shall perform the following responsibilities in connection with Participant's System:
A. Participant Procedures Participant shall provide Celerity with any and all safety, security
or other procedures or practices in connection with installation, maintenance, and operation of
Participant's System(s) as described in Exhibit D.
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B. Point of Contact Each Party shall designate and maintain a contact person and an
alternative contact person who shall serve as liaison during the Term of this Agreement.
3. Term
A. Initial and I;yhm!';ion TArm!'; The initial term of this Agreement (the "Term") shall begin
on the Operation Date and shall terminate on the third (3rd) anniversary of the Operation Date, unless
earlier terminated in accordance with this Agreement.
B. EquipmAnt at thA End of thA TArm At the end of the Term, Celerity shall remove that
portion of the Equipment consisting of the communication and metering equipment. In the event of
breach of this Agreement by Participant, resulting in an early termination, Participant shall pay to Celerity
the amount representing the remaining value of the Equipment as described in Exhibit E (the" Termination
Amount") (excepting the communication and metenng equipment). In the event of a termination of the
NDR Project by BPA prior to the end of the Term per Section 13.B, and Participant is not otherwise in
breach of this Agreement, then Participant shall not be required to pay the Termination Amount.
4. Exclusivity During the Term, Participant shall not participate, directly or indirectly, in any
other project comparable to the NDR Project, using the System other than projects developed by Celerity
or its affiliates.
5. Indemnity Celerity and Participant agree to indemnify, defend and hold each other harmless,
and their officers, directors, agents, and employees, from and against any and all claims, damages,
causes of action, suits, liabilities, costs, or expenses (including, without limitation, reasonable attorneys'
fees) (collectively, "Damages") to the extent Damages arise in connection with or result from (a) a breach
of this Agreement or (b) negligent acts or omissions or willful misconduct by one of the Parties or by their
subcontractors, agents, or employees.
6. Insurance
A. Celerity's Insurance During the Term, Celerity shall provide and keep in force and
effect, at the Project's sole cost and expense, Insurance upon the Equipment and System as follows:
i. CommArcial GAnAral Liability In!';urancA Commercial General Liability
insurance, including contractual liability, covering liability under this Agreement for personal injury and
property damage in an amount of not less than $1,000,000 per occurrence;
ii. WorkAr!'; CompAn!';ation In!';uranCA Worker's compensation insurance or similar
insurance in form and amounts required by law.
B. Participant's Insurance Participant shall maintain all nsk coverage with special causes
of loss covering replacement value of the System, Equipment and the Premises.
C. WaivAr of Subrogation In the event the System, the Equipment or the Premises are
damaged or destroyed by fire or other insured casualty, Participant, to the extent of the coverage of
Participant's policies of insurance with extended coverage endorsements, hereby waives its rights, if any,
against Celenty with respect to such damage or destruction, even If such fire or other casualty shall have
been caused, In whole or in part, by the negligence of Celerity, its agents, servants or employees, and
Celerity, to the extent of the coverage of Celerity's policies of insurance with extended coverage, hereby
waives Its rights, if any, against Participant with respect to such damage or destruction, even if said fire or
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other casualty shall have been caused, in whole or in part, by the negligence of Participant, its agents,
servants or employees; provided however, such waivers of subrogation shall only be effective with respect
to loss or damage occurring during such time as Participant or Celerity's policies of insurance with
extended coverage endorsements (as the case may be) shall contain a clause or endorsement providing
in substance that the aforesaid waiver of subrogatlons shall not prejudice the type and amount of
coverage under such policies or the right of Participant or Celerity (as the case may be) to recover
thereunder. If, at any time, Participant's or Celerity's insurance carrier refuses to write insurance which
contains a consent to the foregoing waiver of subrogation, Participant or Celerity, as the case may be,
shall notify the other Party thereof in writing, and upon the giving of such notice, the provisions of this
Section shall be null and void as to any casualty which occurs after such notice. If Participant's or
Celenty's insurance carrier shall make a charge for the incorporation of the aforesaid waiver of
subrogation in its policies, then the Party requesting the waiver shall promptly pay such charge to the other
Party, upon demand. In the event the Party requesting the waiver fails to pay such charge upon demand,
the other Party shall be released of its obligation to supply such waiver.
7. Confidentiality Each Party hereby covenants and agrees that, without the prior written
consent of the other, it shall not, directly or indirectly, disclose, publish, or otherwise disseminate to any
person or entity any confidential information. For purposes of this Agreement, Confidential Information
shall include confidential or proprietary information relating to such Party, including, without limitation,
customer data, and engine lists, engine selection criteria, pricing models, financial information, technical
requirements, supplier data, and designs that are designated by the supplier or such Party as confidential,
marketing strategies, contractual relationships, and forecasts and projections. The provisions of this
Section 8 shall be inoperative as to such portions of Confidential Information which (i) are or become
generally available to the public other than as a result of a disclosure by the other Party in violation of this
Agreement, (ii) become available to the other Party on a non-confidential basis from a source other than
the Party to which the Confidential Information pertains that is not bound by an obligation of confidentiality
to such entity or entities, or (iii) are required to be disclosed by an order or decree of a court or other
tnbunal of competent jurisdiction, provided the other Party is given prompt notice of, and the opportunity to
contest disclosure under, such order or decree. Upon termination of this Agreement, each Party will
return all confidential information furnished by the Party, which such confidential information pertains and
any documents that contain, reflect, or are based upon, in whole or in part, confidential information. This
obligation will continue for twenty-four (24) months following the termination of this Agreement.
8. Assignment Participant shall not assign or pledge this Agreement, in either whole or in part, nor
enter into any agreement for the use of the System or the sale of the electrical power or energy produced
therefrom, without the prior written consent of Celerity in each instance, in Celerity's sole discretion.
9. Events of Default
Each of the following occurrences shall constitute an "Event of Default:"
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A. FaillJrA tn PArfnrm The material breach of this Agreement by Celerity or Participant to
fulfill its respective responsibilities set forth the expiration of thirty (30) days following receipt of written
notice from the other Party specifying the breach.
B. Bankruptcy The voluntary or involuntary filing of a petition by or against a Party (i) in any
bankruptcy or other insolvency proceeding, (ii) seeking any relief under the Federal Bankruptcy Code or
any similar debtor relief law, (iii) for the appointment of a liquidator or receiver for all or substantially all of a
Party's property or for an interest in this agreement or (iv) to reorganize or modify Party's capital structure.
C. Inability tn MAAt Obligatinns The admission by a Party in writing that it cannot meet its
obligations as they become due or the making by a Party of an assignment for the benefit of its creditors.
10. Participant's Waiver Intentionally deleted.
11. Fire or Casualty Damage If the System or any part thereof shall be damaged by fire or other
casualty, Celerity shall give immediate notice thereof to Participant and if the Premises or any part thereof
shall be damaged by fire or other casualty, Participant shall give immediate notice thereof to Celerity. In
both cases, this Agreement shall continue in full force and effect except as hereinafter set forth. If the
System or Premises are partially damaged or rendered partially unusable by fire or other casualty, and the
damages thereto can be repaired within a reasonable time Celerity or Participant, respectively, shall repair
and restore same by and at their expense to the extent of Celerity's or Participant's recovery of insurance
proceeds equitably allocable to the System and Premises, respectively. If the System or Premises are
totally damaged or rendered wholly unusable by fire or other casualty, then Celerity may elect to terminate
this Agreement by written notice to Participant given within 90 days after such fire or casualty specifying a
date for the expiration of the Agreement, which date shall not be more than 60 days after the giving of
such notice, and upon the date specified in such notice the Term shall expire as fully and completely as If
such date were the date set forth herein for the termination of this Agreement and Celerity shall forthwith
quit, surrender and vacate the Premises without prejudice. Unless Celerity shall serve a termination
notice as provided for herein, Participant shall make the repairs and restorations to the Premises, with all
reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes
beyond Participant's control. During the period of repair or replacement of the Premises, Celerity shall
have the right to Install and operate temporary standby generation on any portion of the Premises
reasonably SUited for such generation for operation under the NDR Project.
12. Eminent Domain In the event that the portion of the Premises that houses the System is taken
or condemned for a public or quasi-public use, Celerity, may, at its sole option, terminate this Agreement
or, if available, seek compensation from the Participant or the condemnation authorities for a portion of the
condemnation proceeds for the value of the Equipment.
13. Termination
A. EVAnt nf DAfalJlt Upon the occurrence and continuance of the Event of Default the non-
breaching Party may terminate this Agreement upon delivery by certified mail of written notice to the
defaulting Party. In an Event of Default on the part of Participant, Participant shall pay the Termination
Amount and Celerity shall remove the Communications and Control Equipment.
B. BPA's CnnvAniAnCA Celerity may terminate the Agreement by providing Participant with
60 days written notice, upon receipt by Celerity from BPA that the NDR Project has been terminated prior
to the end of the Term at BPA's convenience.
14. Quiet Enjoyment Upon the observance and performance of all the covenants, terms and
conditions on Celerity's part to be observed and performed, Celerity shall peaceably and quietly hold and
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enjoy the System and that portion of the Premises related thereto for the Term without hindrance or
interruption by Participant or any other person or persons lawfully or equitable claiming by, through or
under the Participant, subject, nevertheless, to the terms and conditions of this Agreement.
15. General Provisions
A. Amendment; Waiver This Agreement may not be modified, amended, or waived except
by a written agreement signed by both Parties. Failure to enforce any provision of this Agreement shall
not be deemed a waiver of any provision hereof.
B. Severability If any term or provision of this Agreement or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable shall not be affected thereby, and each term or provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
C. Integration This Agreement contains the entire agreement and understanding of the
Parties with respect to the transactions contemplated hereunder and supersedes all prior and
contemporaneous agreements between them with respect to such transactions.
D. Forr.e Majeure In the event that either Party hereto shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor
troubles, inability to procure materials, failure of power, restrictive governmental laws, or regulations, riots,
insurrection, war or other reasons of a like nature not the fault of the Party delayed in performing work, or
doing acts required under the terms of this Lease, then performance of such act shall be excused for the
period of the delay and the period equivalent to the period of such delay.
E. Effedive Date This Agreement will become effective on the date that the last Party to
sign, signs this Agreement. This Agreement may be signed in duplicate originals.
F. Legal Compliance Parties shall each comply with all applicable local, State and Federal
laws.
G. Arbitration Any dispute arising under this Agreement that is not resolved by good faith
discussion between the Parties shall be resolved subject to binding arbitration. Such arbitration shall be
conducted in the State of Washington under the commercial arbitration rules of the American Arbitration
Association and may be enforced in any court of competent jurisdiction. The cost of the arbitration shall
be shared equally between the Parties.
H. Authority The individuals executing this Agreement and any and all documents in
furtherance of this Agreement have the legal power, right, and actual authority to bind their respective
Parties.
I. Governing Law This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
J. Sur.r.essors All rights and liabilities herein given to, or imposed upon, the respective
Parties hereto shall extend to and bind the several respective heirs, executors, administrators,
successors, and assigns of the Parties. No rights, however, shall inure to the benefit of any assignee of
Participant unless the assignment to such assignee has been approved by Celerity in writing as provided
in Section 8 hereof.
K. Captions The captions, section numbers and article numbers appearing in this
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Agreement are inserted only as a matter of convenience and in no way define, limit, construe of describe
the scope or intent of such sections or articles or this Agreement nor in any way affect this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth
below.
Participant:
:~m1Jrtu;;JJ: !L
Name: /(J l!J.I ARp A. J../ €-ADR I ~IL
M (Print)
Title: ~"DR-"
Date: J [) - ~ ...D<I
Celerity:
CELERITY ENERGY PARTNERS LLC,
A Washington Limite liability ompany
By:
Name:
:J7:S ~~77
(; (J (Print)
/f ;'/0 y
/
Title:
Date:
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Exhibit A
SYSTEM AND EQUIPMENT
Waste Water Treatment Facility
Participant's System
Participant's Generation Equipment
. Standby Generator and Controls Package: One 2002 Kohler 500 kW
standby generator with associated generator controls.
. A "break-before make" automatic transfer switch.
Equipment Description
Celerity's Installed and Owned Equipment shall consist of the following controls,
communication and metering as detailed in the final design, a copy to be furnished to the
Participant prior to commencement of installation.
. Site Server: Comverge eSS RTU
Enclosure for eSS RTU
. Veris CT for current data sensoring/monitoring
Equipment installed that remains property of Participant as detailed in the final design, a
copy to be furnished to the Participant prior to commencement of installation.
. Closed transition switch as upgrade to the existing automatic transfer
switch.
. Electrical conduit, wiring and associated installation labor.
. Dedicated telephone connection
Allocation of Costs for Equipment
E ui ment Descri tion
Closed transition switch
Site Server
Veris CT/current sensor
Associated 3rd party labor/installation
for CTS u rade
Total
Celerit Share
100%
100%
100%
100%
Partici ant Share
000
0%
0%
0%
27 550
27 550
o
1 Updated from time to time with actual costs.
EXHIBIT B
SCOPE OF WORK
NOR PROGRAM FUNCTIONALITY
Waste Water Treatment Facility
Transfer Switch Upgrade
Participant's waste water treatment facility is currently served by a 500 kW Kohler standby generator
(Generator) The Generator was installed In 2002 and is approximately 60% loaded. The existing ATS is
a switch that operates in a break-before-make mode during outage conditions. The replacement transfer
switch will provide for a closed transition that allows for the connected loads to transition from grid power
to generator power without interruption during periods of generator testing and for dispatch for the Project.
In the event of a local grid failure, there will continue to be a momentary loss of supply until the generator
can pick up the load.
Remote Communications/Control
Install a communications gateway to provide remote dispatch capability and recording of the output of the
Generator during periods of operation. Monthly reporting of actual operating hours, Including monthly
testing, Project operation and local outage response will be provided to Participant through the use of this
communications equipment. Celenty will run a dedicated telephone line to the facility to facilitate
communications. A wireless solution will also be investigated as an alternative. Enhancements to
Participant's standby generator configuration, such as a local alarm, can be Installed at PartiCipant's option
(Le. flashing light) to signal that generator operation will commence within a prescritied period of time (Le.
2 minutes).
System will allow for remote dispatch and operation of Participant's Generator for generator testing and
operation for the NDR Project. The Generator will continue to provide Participant with standby operation
in the event of a local outage and such ability will have priority over NDR Project operation.
EXHIBIT C
MAINTENANCE AND SAFETY PROGRAM
Celerity Energy will provide the Maintenance Program described In this Exhibit through its
selected maintenance provider. Celerity reserves the right, at Its sole discretion, to perform
additional maintenance beyond that described should it determine it necessary in the interest of
reliability.
The responsibilities of the Participant are limited to the inspections and notifications required as
owner and overall oversight as occupant of the facility.
This exhibit describes Summaries for:
.
Participant Inspection - Weekly
Maintenance - Semi-annual and Annual
.
SUMMARY' PARTICIPANT INSPECTION
This inspection is to be performed weekly by a qualified Participant:
Inspect and/or Check:
Perform walk around visual inspection of unit noting any abnormal leaks, unusual smells or
noises, attempts at unauthorized entry or vandalism, rodent damage, weather, or other
damage that may have resulted between dealer visits.
Remove trash & litter that may clog the air stream or present fire and/or safety hazards.
Check that engine/generator safety controls are not in alarm condition, press lamp test.
Check that all controls are in the normal & automatic position.
Check that transfer switch(s) & load distribution systems are in normal & automatic position.
Check that battery-charging system is functioning.
Check remote annunciation panel is not in alarm condition, press lamp test.
Parts/Fluids:
None required
IMMEDIATELY NOTIFY CELERITY OF ANY DISCREPANCIES AND/OR OBLIGATIONS PARTICIPANT
BELIEVES TO BE THE RESPONSIBILITY OF CELERITY OR MAINTENANCE PROVIDER.
SUMMARY' CELERITY PERFORMED SERVICES
GENERATOR
. Operate the generator for 1/2 hour with Owner's load, observe voltage and for signs of
random voltage variation, adjust as necessary.
. With unit operating, check operating frequency and adjust as necessary.
. Check operation of the engine control module; test the overcrank, over speed, low oil
pressure, high engine temperature, and low coolant level shutdown safety features (if so
equipped).
. Check for phase unbalance, make recommendations to correct (if observed).
. Log voltage, frequency, and ammeter readings on inspection report.
. Check alarm annunciator for proper operation.
. Clean commutator and slip, or collector, rings if necessary.
. Clean and inspect voltage regulator and associated control cabinets.
ENGINE
. Change lubrication oil and filter.
. Check air intake system, replace filter as necessary.
. Change fuel filters and bleed fuel system (if necessary).
. Check antifreeze concentration (D.C.A.).
. Check belt drive tension, adjust if necessary.
. Check vibration damper alignment.
. Check engine timing, adjust as necessary.
. Clean and check spark plugs and ignition system components.
. Check injectors, pop test as necessary (if so equipped).
. Check fuel shutdown valve for proper operation (if so equipped).
. Monitor engine temperature and evaluate cooling system (during loaded run, if practical).
. Degrease engine and surrounding gen set as necessary.
. Check operation of block heater and thermostat.
. Check and service engine starting battery(s), replace if needed.
. Inspect and service primary fuel storage tank, day tank, delivery and return piping systems
and leak detection/overfill system (if so equipped).
TRANSFER SWITCH
. Clean and inspect interior of panel.
. Check the calibration of the under-voltage sensor, reset pickup and drop out voltage as
necessary.
. Check calibration of over-voltage sensor and measure time delay, adjust as necessary (if
installed).
. Check calibration of frequency sensor, bandwidth and time delay, adjust as necessary.
. Monitor operation of linear motor during power transfer, if possible.
. Check calibration of optional control modules (3-wire start, programmed transition, signal,
etc.), if installed.
. Check operation of exerciser clock and reset (as designated by Owner) if necessary.
. Carefully inspect all connections and wiring for signs of overheating or chafing, make
recommendations as necessary.
. Insure switch alignment in accordance with desired operating characteristics.
. Instruct Owner personnel in day-to-day upkeep of switch and gen-set.
ANNUAL LOAD BANK TEST
. The generator will be operated at full load for four continuous hours to ensure reliability
and system integrity.
EXHIBIT D
PARTICIPANT'S PROCEDURES
By reference, Celerity shall, where applicable, abide by or cooperate with Participant in the
adherence and administration of the following:
(Examples)
1. Access
2. Security
3. Notification
4. Other
5. GENERAL SAFETY PROCEDURES To provide for the safety of personnel
working on electrical equipment, electrically driven equipment, and other
mechanical or operational equipment that could be hazardous if not properly
secured.
SCOPE
An electrical lock-out or mechanical isolation is required before work can be done on any
electrical or mechanical equipment. This is to prevent circuits from being energized or
flow streams being turned on to equipment while work is in progress, which could cause
injury to personnel. Lock-out/isolation is also required Immediately when any equipment
becomes unsafe to personnel.
LOCK-OUT, ELECTRICAL EQUIPMENT
. Maintenance personnel should determine the nature and scope of the work to
be performed and should open the circuit breaker feeding the equipment. The
circuit breaker should be locked open using a lock and appropriately tagged.
. If the circuit cannot be locked out, it must be disconnected by an electrician.
. "Danger" tags should be used only for the purpose of notification of the non-
operational status of a valve, switch or piece of equipment and should be
signed and dated by the person attaching the tag.
. All critical valves, switches or other pieces of equipment should be locked-
out.
. The person requesting an electrical lock-out is responsible for knowing what
equipment is involved and showing the electrician this equipment. An
operator should accompany the electriCian to the equipment and verify the
information.
. The person(s) requesting that equipment be unlocked and the person who
unlocks the circuits are both responsible for determining that no one is
working on the equipment and that, as far as can be determined, no hazards
to personnel or equipment would be created by energizing the circuit. If
appropriate, an electrician should be called to reconnect the circuit.
ISOLATION OF OPERATIONAL EQUIPMENT
. POLICY: When critical valves are closed for isolation of operational
equipment, the supervisor or operator should chain, padlock and tag hand
wheels in a manner in which they cannot be operated.
. Compressors, pumps, and other mechanical equipment that could release
liquid or vapor or cause injury to personnel during maintenance operations
should be isolated. Isolation can be accomplished by slip binding, breaking,
displacing, or plugging of the critical lines at the equipment site.
. If isolation is not practical, critical isolation valves may be chained and locked
closed to achieve isolation. Maintenance personnel shall add their tags and
locks to a multiple lock-out.
. Upon completion of maintenance, locks and tags should be removed only by
the person who installed them. Usually maintenance personnel will remove
their locks and tags first, followed by the supervisor or operator.
. LOCK AND SEALS: Where stop valves are so fitted, they should be
arranged so that they can be locked or sealed in the open or closed position.
. Permission should be obtained from the facility supervisor or operator in
charge before any lock or seal is removed and the stop valve operated.
. Locks utilized in lock-out procedures may be either key or combination type.
. WARNING TAGS: Warning tags should be installed on the lock for
identification at installations where disconnects are remote from the
equipment.
. The tag should be signed and dated to identify personnel installing the
padlock and the date the padlock was installed.
ELECTRIC AND MECHANICAL EQUIPMENT - LOCK-OUT I TAG-OUT PROCEDURE
PRIOR TO BEGINNING WORK
. Has appropriate supervisory authorization been obtained to begin lockout
procedure?
. Have affected departments or areas been notified of the required equipment
shutdown?
. After authorization has been obtained and affected departments have been
notified, has the equipment been shutdown by normal operating controls?
. Has the energy isolation device been de-energized or disengaged?
. Is appropriate blocking utilized to prevent Inadvertent movement or re-
engagement? If hydraulic, air gas or water systems are involved, has
pressure been removed?
. Has a stop tag been securely attached to the energy-isolating device, visible
to all affected personnel?
. Is the tag legibly filled out with the reason for equipment shutdown,
responsible person's name, and the date the tag is attached?
. Is secure locking device installed? Have additional safeguards been installed,
including barricades or posted signs, to provide maximum personnel
awareness and safety?
. With equipment clear of personnel, has the equipment been double-checked
for power shutdown by activating normal operating controls? To complete this
step, return operating controls to "off' or "neutral" position.
. Has the electrical system been checked with a reliable voltmeter to venfy
power shutdown?
WHEN WORK HAS BEEN COMPLETED
. Has the equipment area been checked to ensure no person(s) is exposed?
. Authorized personnel shall remove, if clear of personnel, all locks and tags.
. Re-activate the energy-isolating device to restore energy to the equipment.
. Test equipment to assure proper operation has been restored.
.
EXHIBIT E
TERMINATION AMOUNT
Waste Water Treatment Facility
The following amounts are to be paid by Participant to the Project for early
termination of the Agreement due to an Event of Default on the part of Participant.
Period of termination of A reement
Within first twelve months
Within second twelve months
Within third twelve months
End of term
Amount of Termination Pa ment
27 550
18 367
9184
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