3075 2017 P00036 101533 PDF

Cuantía: $4,085,700.
00
Núm. de Cuenta: 01-1071-31401-KoE-101-000000105286
2017-P00036
PUERTO RICO ELECTRIC POWER AUTHORITY
DIRECT SERVICE CONTRACT TS-M08-16

(Reference No. 00075639)
AGUIRRE POWER COMPLEX UNIT 2

IP INNER BLOCK INSPECTIONS, HP-IP ROTORS AND COMPONENTS
INSTALLATION, TURBINE CONTROL SYSTEM INSTALLATION AND
COMMISSIONING, GENERATOR REASSEMBLY
AS FIRST PARTY: The Puerto Rico Electric Power Authority, hereinafter referred to as
PREPA, a public corporation and government instrumentality of the Commonwealth of
Puerto Rico, created by Act of May 2, 1941, No. 83, as amended, represented in this
act by its Executive Director, engineer Javier A. Quintana Mendez, of legal age, married
and resident ofGuaynabo, Puerto Rico.
AS SECOND PARTY: ALSTOM Caribe Inc.; A GE subsidiary company, hereinafter

referred to as ALSTOM, a corporation organized and existing under the laws of
Delaware, authorized to do business in Puerto Rico, represented in this act by its
Vice President, mister Paul Elkovich, of legal age, married, and resident of Virginia,
United States of America, by virtue of Certification of Resolutions, of February 24, 2016.
ALSTOM Caribe, Inc. is a private corporation duly registered before the Puerto Rico
State Department on April 2 1 , 1987, under identification number 54,600.
WITNESSETH
IN CONSIDERATION of the mutual covenants hereinafter stated, the parties agree

themselves, their personal representatives, successors and assignees as follows:
TERMS AND CONDITIONS
1. Scope of Contract
1.1 ALSTOM shall furnish the Technical supervision, tools, and the necessary
equipment, required for the IP inner block inspections (removed from
Aguirre Unit 2) including the IP Gland Seal Casings (2); installation of the
spare HP-IP rotors; installation of the Main Control Valves (4); installation
and commissioning Blueline® (S90) Turbine Control System; installation
and commissioning of the S90 Hydraulic Turbine System; Generator
reassembly, Generator Bushing Box inspection and cleaning, cleaning
and inspection; replacement (if required) of the Generator Hydrogen Seal
rings (2); disassembly, inspection and repair of the Generator Air/oil
Pumps (3); cleaning and inspection of the Generator Air/Oil Coolers(2)
and filter; Electro-Hydraulic Control System oil flush, Lubrication Oil flush;
Bearing installation and close pedestal for Aguirre Steam Plant Unit 2
and HMI's for Unit 1 and Unit 2, in strict accordance with the provisions of
this Contract, Special Conditions, Technical Specifications and Alstom
Contract TS-M08-16
Reference no. 00075639
Page 2 of 35
Caribe, Inc. Proposal No. 1093015, Revision 4, dated July 22, 2016 all of
which are hereby made a part hereof all of which are hereby made a part
hereof.
2. Definitions
Whenever the words defined in this article, or pronouns used instead are
mentioned in this Contract, they shall have the meanings here given.
2.1 Engineer shall mean PREPA's Generation Director, acting directly or

through his properly authorized agents.
2.2 Contracting Officer shall mean PREPA's Executive Director, acting directly
or through his properly authorized agents.
2.3 Contract shall mean, collectively, the documents listed below and all
supplementary documents thereto that are incorporated by reference. In
the event of a conflict between any such documents, the following shall
constitute the order of priority governing the interpretation of the Contract:
a. This document entitled Contract No. TS-M08-16 (including Terms

and Conditions contained herein);
b. ALSTOM's Proposal No. 1093015 Revision 4 dated July 22, 2016;
c. Performance and Payment Bond (as approved by PREPA's Risk

Manager and Treasurer. Such approval will not to be unreasonably
withheld).
2.4 ALSTOM includes ALSTOM's employees, officers, directors,

subcontractors, vendors, subsidiaries, affiliates, agents, successors and
assignees.
3. Terms of Payment
In accordance with the Terms and Conditions herein contained, PREPA agrees
to pay, and ALSTOM to accept, as full payment for the complete performance of
Work, the amount of four millions eighty-five thousands seven hundred dollars
(Overall Contract Price - $4,085,700) plus any additional amount due for extra
work/changes ordered and accepted by the Engineer (Contract Price).
Contract TS-M08-16
Page 3 of 35
Payment milestones will be:
1. 40% -at contract signature and receipt of the mobilization letter;

net 60 days upon receipt of invoice by PREPA.
2. 50% - when Unit is ready for turning gear; net 60 days upon receipt
of invoice by PREPA.
3. 10%) - on issuing of outage and IP Inner Block inspection reports; net
60 days upon receipt of invoice by PREPA.
All invoices submitted by the ALSTOM shall be subject to PREPA's approval

before being paid in sixty (60) days after the date is officially received at PREPA.
The demand of the obligations of either party under this Contract will be subject
to the filing of the Contract at the Office of the Comptroller of the Commonwealth
of Puerto Rico, in compliance with Act of October 30, 1975, No. 18, as amended.
The funds to perform the Work performed by ALSTOM will come from account
number 01-1071-31401-KoE-101-000000105286.
4. Commencement and Completion of Work
The period of performance to complete the work under this Contract is set forth in
the Contract Schedule and made part of this Contract as described in ALSTOM
Proposal No. 1093015 Revision 4.
5. Changes and/or Extra Work
The Engineer may, at any time, make changes in the Scope of Work to be
performed and/or order extra Work under a Contract. When ALSTOM and
PREPA have agreed to the scope and nature of such changes in writing, the
Contract Price, Contract Schedule and other terms impacted by the change will
be revised and the Contract will be amended by the parties to reflect the
changes agreed and/or schedules required. ALSTOM shall not proceed with
any change until and unless such Contract Price revision is issued. ALSTOM
shall further be entitled to adjustments to Contract Price, Contract Schedule and
other terms to the extent such are impacted by (i) the discovery of hazardous
materials during performance of the work (ii) an event of force majeure, (iii)
suspension of the Contract or (iv) activities that are not expressly defined as
part of the work. Upon becoming aware of any of the circumstances or events
described above, ALSTOM shall as soon as reasonably practicable give notice
thereof to PREPA.
Contract TS-M08-16
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6. Delays
6.1 Force Majeure: The parties hereto shall be excused from performing
hereunder and shall not be liable in damages or otherwise, if and only to the
extent that they shall be unable to perform, or are prevented from
performing by a Force Majeure event. For purposes herein, Force Majeure
means any cause without the fault or negligence, and beyond the
reasonable control of, the party claiming the occurrence of a Force Majeure
event. Force Majeure shall include, but not be limited to, the following: Acts
of God, industrial disturbances, acts of the public enemy, war, blockages,
boycotts, riots, insurrections, epidemics, earthquakes, storms, floods, civil
disturbances, lockouts, fires, explosions, unavailability of labor, interruptions
of service due to the acts or failure to act of any governmental authority,
provided that these events, or any other claimed as a Force Majeure event,
and/or its effects, are beyond the reasonable control and without the fault or
negligence of the party claiming the Force Majeure, and that such party,
within ten (10) days after the occurrence of the alleged Force Majeure,
gives the other party written notice describing the particulars of the
occurrence and its estimated duration. The burden of proof as to whether a
Force Majeure has occurred shall be on the party claiming the Force
Majeure. In the event of such Force Majeure delay, the Contract schedule
shall be extended to the extent necessary to overcome the effect of such
delay and the extension due to the Force Majeure will specify in writing its
reason as such.
6.2 Delays or hindrance caused by PREPA, its agents, contractors,

subcontractors, employees, successors, or assignees or strikes or other
labor disturbances not directly caused by ALSTOM shall also entitle
ALSTOM to an extension of time as stipulated above and an equitable
adjustment in the Contract Price will be given, if applicable.
6.3 ALSTOM acknowledges that all delays encountered in the normal and
ordinary course of work and which by the nature of the work and location
could have been reasonably anticipated have been provided for in
ALSTOM's proposal and schedule for delivery.
6.4 Regarding 6.1, an Act of God is construed herein to mean an earthquake,

hurricane or other cataclysmic phenomenon of nature not ordinarily
occurring. Rains, windstorms, floods or other natural phenomenon of
normal intensity for the particular locality shall not be construed as an act of
God. The parties shall agree as to whether a particular phenomenon shall
be classed as an act of God or as a normal occurrence.
Contract TS-M08-16
Page 5 of 35
7. Penalties for Delays
7,1 If ALSTOM due to its fault or negligence fails to complete the performance
of the work, or any separable part thereof, within the time established in the
Contract Schedule, ALSTOM shall pay to PREPA as penalties for delays
ten thousand dollars ($10,000) per day that completion is delayed, up to a
maximum of five percent (5%) of the Contract Price, and ALSTOM and his
sureties shall be liable for such amounts; provided that ALSTOM shall not
be charged with such amounts when the delay in performance is due to
Force Majeure or unforeseeable causes beyond the control and without the
fault or negligence of ALSTOM. This Penalty shall be the sole and
exclusive remedy for delay.
8. Liabilities
8.1 Civil Responsibility
The appearing parties agree that their responsibilities for damages under
this Contract will be governed by the Puerto Rico Civil Code and its case
law, as dictated by the Supreme Court of Puerto Rico.
8.2 Indirect or Consequential Damages
Neither ALSTOM nor its affiliates shall be liable or responsible for special,
indirect, incidental or consequential damages of any nature or for loss of
profits or revenue, loss because of reason of a plant shutdown, claims of
customers, or costs of replacement power, that may occur in relation to the
work performed, regardless of any legal theory under which such claims or
damages may arise.
8.3 Direct Damage to PREPA
8.3.1 For Contracts less than Two Hundred Fifty Thousand Dollars,
ALSTOM's liability for direct damage to the property of PREPA to the
extent caused by ALSTOM's, its affiliates or their subcontractors'
fault or negligence shall be limited to ALSTOM's cost to repair or
replace the damaged property or Two Hundred Fifty Thousand
Dollars, whichever is less.
8.3.2 For Contracts equal to or greater than Two Hundred Fifty Thousand
Dollars but less than Five Hundred Thousand Dollars, ALSTOM's
liability for direct damage to the property of PREPA to the extent
caused by ALSTOM's, its affiliates or their subcontractors' fault or
Contract TS-M08-16
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negligence shall be limited to ALSTOM's cost to repair or replace the

damaged property or Five Hundred Thousand Dollars, whichever is
less.
8.3.3 For Contracts equal to or greater than Five Hundred Thousand

Dollars but less than One Million Dollars, ALSTOM's liability for direct
damage to the property of PREPA to the extent caused by
ALSTOM's, its affiliates or their subcontractors' fault or negligence
shall be limited to ALSTOM's cost to repair or replace the damaged
property or One Million Dollars, whichever is less.
8.3.4 For Contracts equal to or greater than One Million Dollars,

ALSTOM's liability for direct damage to the property of PREPA to the
extent caused by ALSTOM's, its affiliates or their subcontractors'
fault or negligence shall be limited to ALSTOM's cost to repair or
replace the damaged property up to Contract Price.
8.3.5 Any other liability incurred by ALSTOM (i.e. liability other than
direct damage to the property of PREPA as contemplated in this
paragraph 8.3) shall be limited to the Contract Price as set forth in
paragraph 8.8 below. Note: ALSTOM's cost to repair or replace
damaged property belonging to PREPA as set forth in this
paragraph 8.3 will be calculated in accordance with ALSTOM's
published time and material rates in effect at the time the repair or
replacement is made.
8.3.6 Subject to the abovementioned monetary limitations, ALSTOM shall

repair, or at its option, replace or reimburse PREPA for any damage
to property of PREPA other than the property covered by warranty
under the Contract when physical damage to such property is caused
by ALSTOM or its fault or negligence.
8.3.7 For purposes of this Article 8, the term "ALSTOM" means ALSTOM,
its affiliates, subcontractors and suppliers of any tier, and their
respective employees. The limitations in this Article 8 shall apply
regardless of whether a claim is based in contract, negligence,
statute, indemnity, tortious/extra-contractual liability theory, strict
liability or otherwise
8.4 Protection against the Occurrence of Damages
ALSTOM agrees to make, use, provide and take all proper, reasonably
necessary and sufficient precaution, safeguards and protection against the
Contract TS-M08-16
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occurrence or happening of injuries, death and/or damages to any person or

property during the progress of the work. In the performance of its
obligations under the Contract, ALSTOM agrees to comply with all
applicable local and federal regulations.
8.5 Third Party Responsibility
ALSTOM shall be responsible for all damages to third parties, occurring

from ALSTOM's fault or negligence in the course of work. For purposes of
ALSTOM's indemnity obligation, no part of the Products or Site is
considered third party property.
8.6 Save Harmless
ALSTOM agrees to indemnify and save harmless PREPA for all costs and
expenses of any nature (including attorney's fees) incurred by PREPA
arising out of any claims for bodily and personal injuries, including death,
sustained by any person, including the employees of ALSTOM, and for
damage to third party property to the extent such injuries, death or third
party damages are caused by the fault, negligent acts or omission of
ALSTOM, its employees, subcontractors or affiliated companies, arising out
of its or their performance and/or failure to perform work. ALSTOM will not
be responsible for PREPA's negligence.
8.7 Save Harmless Stipulation as to the Operation of Equipment Belonging to

PREPA
The operation of PREPA's equipment by PREPA at its plant site is within

the exclusive control of PREPA and PREPA shall indemnify and save
ALSTOM harmless from loss, expense or liability imposed upon ALSTOM
for any injury to persons, including death resulting therefrom or damage to
any property resulting from the operation of such equipment by PREPA
without fault or negligence of ALSTOM. If ALSTOM is allowed to operate
PREPA's equipment at the Plant site, ALSTOM shall indemnify and save
PREPA harmless from loss, expense or liability imposed upon PREPA for
any injury to a person, including death resulting therefrom or damage to any
property resulting from the operation of such equipment by ALSTOM.
8.8 ALSTOM's Liability
The overall aggregate liability of ALSTOM and its affiliated companies with
respect to any and all claims arising out of the performance or
nonperformance of obligations under the Contract, regardless of any legal
Contract TS-M08-16
Page 8 of 35
theory or cause of action under which such liability may arise, shall not
exceed the Contract Price (which includes authorized changes). However,
the foregoing dollar limitation shall not apply to liability arising from third
party claims for bodily injury or third party property damage to the extent
such liability results from ALSTOM's fault or negligent acts or omissions
while working under the Contract. Any claim against ALSTOM must be
asserted in writing not later than thirty (30) days after expiration of the
warranty period. These paragraphs 8.2, 8.3 and 8.8 shall prevail over any.
conflicting or inconsistent provisions contained in any of the documents
comprising the Contract.
8.9 Independent Contractor
ALSTOM shall be considered an independent contractor for all purposes of

this Contract, and the people fulfilling ALSTOM's obligations under the
Contract will be ALSTOM's employees and not PREPA's employees nor its
agents pursuant to this Article and the laws of Puerto Rico. ALSTOM, its
employees or subcontractors will not be entitled to any fringe benefits, such
as, but not limited to, vacations, sick leave, etc., to which PREPA's
employees are entitled.
8.10 Inland Marine / Ocean Cargo Insurance
ALSTOM shall provide an Inland Marine Insurance Coverage with a limit

equal to the replacement cost of the equipment to be installed at the
project site.
9. Warranty
9.1 ALSTOM warrants that all Services furnished hereunder shall comply in all
respects with the Contract; that the Services furnished by ALSTOM shall be
free from non-conformities in workmanship as specified in the Contract.
The warranty period for the Services shall be twelve (12) months from
ALSTOM's notification the Unit is ready for turning gear. ALSTOM will upon
written notice by PREPA fully remedy, free of expense to PREPA, such non-
conforming Services provided that PREPA's equipment has been properly
installed and accepted by PREPA (i.e. the craft labor has performed the
installation services in accordance with ALSTOM's technical consultation),
maintained and operated within the specified parameters (including
ALSTOM operating instructions as contained the O&M Manual applicable to
the Equipment on which Services were performed). Unless ALSTOM is
providing the craft labor as part of its scope of Services under a Contract,
PREPA will provide the necessary craft labor for any warranty work that has
Contract TS-M08-16
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to be performed in order to comply with the requirements established under

this clause. In no event shall any notice of warranty non-conformance be
effective if given more than thirty (30) days following expiration of the
warranty period. The Performance and Payment Bond (if any) shall cover
and serve as guarantee for this warranty. Upon expiration of the warranty
period, the Performance and Payment Bond shall expire and shall be
returned to ALSTOM or, if not returned, PREPA shall furnish a letter to
ALSTOM and the issuer of the Performance and Payment Bond that it
acknowledges the expiration of the Performance and Payment Bond.
9.2 For Services which prove defective or deficient during the warranty period,
ALSTOM shall repair or at its option, replace or re-perform, at its own
expense, such non-conforming Services. Re-performance of non-
conforming Services pursuant to warranty shall not renew or extend the
applicable warranty period, provided however, that any such repair, replace
or re-performance of Services shall be warranted for the time remaining of
the original warranty or for one hundred and eighty (180) days after
correction, whichever is longer. In no event shall any warranty period,
including extension thereto, extend for more than eighteen (18) months from
commencement of the initial warranty period of the Services. ALSTOM
may, at its option, substitute improved products when correcting Services.
The Performance and Payment Bond shall cover and serve as guarantee
for ALSTOM's failure, in whole or in part, to properly perform its obligations
under this paragraph.
9.3 Right to Operate Unsatisfactory Apparatus. If the operation of the

Equipment for which Services are performed proves to be unsatisfactory
due to a warranty non-conformance, PREPA shall have the right to operate
at its risk and expense that Equipment until it can be taken out of service
without injury to PREPA, for warranty correction; PROVIDED, that, the
period of such operation pending the warranty correction shall not exceed
eighteen (18) months without further agreement.
9.4 These warranties shall not apply to any Services which (i) have been
improperly repaired or altered by personnel other than ALSTOM's or without.
ALSTOM's authorization to repair or alter; (ii) have been subjected to
misuse, negligence, or accident; (iii) have been installed, commissioned,
and/or used by personnel other than ALSTOM's or without ALSTOM's
authorization to install, commission or use, in a manner contrary to
ALSTOM's instructions; (iv) are comprised of materials provided or design
stipulated by PREPA; (v) are used equipment; or (vi) have been damaged
by or subjected to abrasion, corrosion, or chemicals and gases due to the
Contract TS-M08-16
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physical environment or other conditions exceeding those specified,

including without limitation, temperature or dirt.
9.5 Correction of non-conformities or refunds of the amounts paid in the manner

and for the time provided above shall be PREPA's exclusive remedy and
shall constitute fulfillment of all liabilities of ALSTOM (including any liability
for direct, indirect, special, incidental or consequential damage) whether in
warranty, contract, negligence, tort, strict liability, or otherwise with respect
to any non-conformance of or nonconformity or deficiency in the work
supplied.
9.6 Parts supplied by ALSTOM are warranted against defects in material and
workmanship for twelve (12) months after installation of such Parts or
eighteen (18) months following delivery of such Parts to the destination
agreed upon between ALSTOM and PREPA, whichever period shall expire
first. To the extent there is a material breach of any of the warranty
obligations set forth in this Article 9.6 and subject to the provisions of this
Article 9- Warranty, ALSTOM shall repair or, at its option, replace the
defective Parts. If such repair, replacement or re-performance is impractical
or impossible, ALSTOM reserves the right to refund the purchase price of
the defective Parts. Notification of alleged warranty defects shall be made
promptly upon discovery, but in no event later than thirty (30) days after
expiration of the warranty period. Repairs, re-performance or replacements
pursuant to warranty shall not renew or extend the applicable warranty
period, provided however, that any such repairs, re-performance or
replacement of components of the Parts shall be warranted for the time
remaining of the original warranty or for one hundred and eighty (180) days
after correction, whichever is longer. In no event shall any warranty period,
including extension thereto, extend for more than eighteen (18) months from
delivery of Parts, ALSTOM may, at its option, substitute improved products
when replacing any Part. ALSTOM shall not be responsible (i) for providing
working access to the defective portion of Parts, including disassembly and
reassembly of the PREPA's equipment to gain access to the defective
portion of Parts; or (ii) for removal and reinstallation of the defective portion
of Parts, unless such activities were part of ALSTOM's original scope as set
forth in the Contract for which a warranty defect is alleged. Except as
provided for herein, providing access for warranty remedial activities shall
be at PREPA's risk and expense.
9.7 The express warranty and remedy set forth in this Article is exclusive and no
other warranties or remedies of any kind, whether statutory, oral, written,
express or implied, including any implied warranty of merchantability or
fitness for a particular purpose, shall apply.
Contract TS-M08-16
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10. Taxes
10.1 All unemployment, old age, and other social security contributions that are
known at the date of ALSTOM's proposal are included in ALSTOM's
Contract Price; all sales, use, privilege, business, occupational taxes, and
any other taxes or fees are excluded as part of its prices. Sales of
materials and services are exempt from sales and use tax by the
Commonwealth of Puerto Rico Department of the Treasury exemption
as supported by Commonwealth of Puerto Rico Forms AS 2919, 2916,
or 2916.1. ALSTOM shall pay use tax on Tool Rentals when PREPA
employees utilize such tools. ALSTOM shall be responsible for sales and
use taxes related to consumables and tools when ALSTOM employees
utilize such items. Such sales and use taxes are included in the Contract
price.
10.2 All excise taxes or similar fees imposed by the Commonwealth of Puerto
Rico and payable by ALSTOM which are based upon this transaction are
and shall be included as part of its prices.
10.3 PREPA will deduct and withhold at a source to ALSTOM the equivalent
of seven percent (7%) from payments for services rendered under
this Contract, in compliance with the New Puerto Rico Internal Revenue
Code, Law 1-2011, as amended, Section 1062.03. Notwithstanding, the
withholding to be done by PREPA as herein stated could be increased to
twenty percent (20%) in the event ALSTOM is a non-resident individual,
which is a U.S. citizen, or to twenty nine percent (29%) in the event
ALSTOM is a non-resident and non U.S. citizen individual; or a foreign
corporation or partnership which is not dedicated to industry or business in
Puerto Rico, as provided by the New Puerto Rico Internal Revenue Code,
Law 1-2011, as amended, Section 1062.08.
If a Release Letter has been issued to ALSTOM by the Treasury

Department, ALSTOM is responsible for submitting a copy of said Release
Letter to PREPA for every calendar year; otherwise, payments under the
Contract shall remain subject to withholding at source by PREPA. All
invoices shall be segregated by concepts (services, materials, equipment,
etc.) to identify the amounts subject to withholding and avoid undue
deductions.
11. Correction after Payment
Neither the final certificate for payment nor any provision in the Contract
Documents shall relieve ALSTOM of its responsibility for faulty Services in
Contract TS-M08-16
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accordance with Article 9, Warranty, of this Contract. All questions arising under
this Article shall be decided by the Engineer, subject to appeal by ALSTOM as
provided in Article 22, Disputes.
12. Inspection
All Services shall be subject to inspection, examination and test by PREPA

inspectors' at all reasonable times, during manufacture and/or construction. Prior
to commencement of the warranty period defined in Article 9 - Warranty above,
PREPA shall have the right to reject defective Services or require their correction
in accordance with the requirements of this Contract and ALSTOM's proposal.
Defective materials or workmanship shall be remedied in accordance with
Article 9 - Warranty above. ALSTOM shall promptly remove rejected material
from PREPA's sites or direct PREPA as to its disposal (disposal to be provided at
ALSTOM's expense). At ALSTOM's facilities, ALSTOM shall furnish promptly all
reasonable facilities, labor and materials necessary for the safe and convenient
inspection and tests that may be required by the inspectors. All inspections and
tests by PREPA shall be performed in such manners as not to unnecessarily
delay the work.
13. Final Acceptance
Whenever the Services have been completed, ALSTOM shall notify the Engineer
that said Services are completed. If Services are inspected and found to be in
compliance with this Contract, they shall be considered as accepted as of the
date of completion. If Engineer fails to inspect or fails to respond to ALSTOM's
notice of completion within fourteen (14) days from the date of such notice, then
th
the Services will be considered as accepted on such fourteenth (14 ) day. If,
however, an inspection identifies that any Service is not in compliance with this
Contract, the Engineer shall give ALSTOM written notice rejecting such Services
and specifying the nonconformity and the need for replacement or correction.
ALSTOM, immediately, shall comply with and execute such instructions. Upon
correction, ALSTOM shall notify the Engineer, and another inspection shall be
made within a reasonable period. Services so rejected shall not be charged or
invoiced to PREPA and to the extent that they have been invoiced ALSTOM shall
credit such invoices for the full price of said Services.
14. Performance and Payment Bond
ALSTOM shall provide Letters of Credit or Performance and Payment Bonds on

a case-by-case basis as mutually agreed in writing between the parties.
Contract TS-M08-16
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PREPA will accept a letter of credit for the same amount in lieu of a Performance
Bond, provided that the letter of credit shall incorporate the following conditions
to be acceptable to PREPA:
1. To be issued by a local bank in Puerto Rico.
2. To be unconditional and irrevocable direct pay.
3. To be deemed automatically extended without amendment for one (1) year

from the letter of credit's expiration date or any future expiration date, unless
thirty (30) days prior to any expiration date, the beneficiary and the applicant
have received written notice from bank that it elects not to consider this
letter of credit renewed for any such additional period.
4. Payments to be made by issuing bank on a business day by wire transfer,

immediately after PREPA instructions.
5. To be governed by and construed in accordance with the laws of the

Commonwealth of Puerto Rico, applicable to Contracts made and
performed solely within Puerto Rico, without giving effect to any conflicts or
choice of law principles which otherwise might be applicable, except to the
extent such laws are inconsistent with the uniform customs and practices for
documentary credits.
15. Quality Assurance
15.1 ALSTOM shall establish a quality control program adequate to satisfy all
requirements specified in the Contract Price. The program shall
incorporate all necessary provisions to assure that all basic technical
requisites asked for in: drawings, specifications, codes, tests and
inspections, special instructions for designs, fabrication, cleaning,
installation, packing, handling, shipping, long term storage (when
necessary), and test equipment are fulfilled.
15.2 PREPA reserves the right to conduct audits and inspections to the
facilities, activities and/or documents when estimated necessary in order
to assure that the quality control program is adequate and is being
properly implemented. ALSTOM will allow PREPA access to its facilities
and documents, so that PREPA, through audits and inspections can verify
the quality of the purchased Services.
Contract TS-M08-16
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15.3 In every case in which the Services to be furnished to PREPA are

subcontracted partially or totally by ALSTOM, subject to Article 19,
ALSTOM shall request the subcontractor to accept and comply with all the
requirements of this Quality Assurance Clause.
16. Termination and Suspension
16.1 If ALSTOM refuses, or fails, to carry out the work, or any separable part
thereof, with such diligence as will ensure its completion within the time
specified in the Contract, or any extension thereof, or fails to complete the
Services within such time due to its fault or negligence, PREPA may, by
means of giving seven (7) days written notice to ALSTOM for ALSTOM to
cure or initiate a cure, and without prejudice to any other right or remedy
under the provisions hereunder, terminate ALSTOM's right to proceed with
the Services or such part of the Services as to which there has been
delay.
16.2 If a party to this Contract is declared bankrupt under the Bankruptcy Laws
of the United States, or makes a general assignment for the benefit of its
creditors, or is placed in receivership for reasons of insolvency, the other
party may, by written notice, terminate this Contract, without prejudice to
any of the rights of said party under the provisions hereunder.
16.3 If ALSTOM should persistently or repeatedly refuse, or fail to supply,

enough properly skilled workmen or proper materials, or fail to make
prompt payments to subcontractors or for material or labor, or persistently
disregard laws, ordinances, or the instructions of the Engineer, or incurs in
violation of any material provision of this Contract, then PREPA may,
without prejudice to any other right or remedy under this Contract, and
after giving ALSTOM seven (7) days written notice and reasonable
opportunity according to PREPA's criteria to cure or to initiate cures,
terminate the Contract. In such case, ALSTOM shall not be entitled to
receive any payment for services not performed prior to such termination.
16.4 PREPA may terminate this Contract, in whole or in part, after giving
ALSTOM thirty (30) days written notice when it is in the best interests of
PREPA to do so. If the Contract is so terminated, ALSTOM shall be
compensated for Work performed and duly evidenced through the date of
termination as calculated pursuant to the time and material rates set forth
in the Proposal.
Contract TS-M08-16
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16.5 The Contracting Officer or the Engineer may, at any time, suspend the
whole or any portion of the work under this Contract, but this right to
suspend the work shall not be construed as denying ALSTOM actual
reasonable and necessary expenses due to delays, caused by such
suspension. It being understood that expenses will not be allowed for
such suspension ordered by the Contracting Officer or the Engineer on
account of weather conditions or on account of force majeure or
unforeseeable causes including but not restricted to acts of God, or of the
public enemy, fires, hurricanes, floods, epidemics, quarantine restrictions,
strike or freight embargoes. Any order for suspension shall be put in
writing by the Engineer or Contracting Officer. Notwithstanding the above,
in the event the work is suspended or delayed by PREPA or by reason of
force majeure for six (6) months or longer, then the Contract shall be
deemed to have been terminated pursuant to Article 16.4 above.
16.6 ALSTOM shall have the right to suspend the performance of its obligations
for any PREPA default of a material obligation under the Contract
including, but not limited to, PREPA's failure to pay any sums due and
owing within thirty (30) days of the due date (i.e. 60 days from the date of
invoice). ALSTOM reserves all rights and remedies available to enforce
its rights to collect amounts owed under the Contract.
17. Contingent Fees
ALSTOM warrants that it has not engaged any person to solicit or secure this
Contract upon any agreement for a commission, percentage, brokerage, or
contingent fee. Breach of this warranty shall give PREPA the right to annul the
Contract or, at its discretion, deduct from the Contract Price or consideration the
amount of such commission, percentage, brokerage, or contingent fees. This
warranty shall not apply to commission payable by ALSTOM to any bona fide
sales representative.
18. Officials Not to Benefit
18.1 No officer, employee or agent of PREPA, or of the Commonwealth of

Puerto Rico, shall be admitted to any share in this Contract or any part
thereof, or to any benefit that may arise therefrom, but this provision shall
not be construed to extend to this Contract if made with a corporation for
its general benefit.
18.2 In addition to the restrictions established by the provisions of Public Law

No. 12 of July 24, 1985, retired officers or former employees of PREPA
whose work was in some way related to the awarding or management of
Contract TS-M08-16
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contracts shall not benefit from any contract with PREPA for a period of
two (2) years after leaving their positions with PREPA.
19. Subcontracting and Assignment
19.1 ALSTOM shall not subcontract its obligations under this Contract, without
PREPA's previous written authorization for such actions. Provided, that no
subcontract shall be considered for PREPA's approval, except when the
following requirements are met: (1) ALSTOM delivers PREPA a copy of
the subcontract, not less than thirty (30) days prior to the effective date of
the proposed subcontract; (2) the subcontract includes, as a condition for
its legal validity and enforceability, a provision whereby PREPA has the
right to substitute, subrogate or assume ALSTOM's rights under the
subcontract, in the event that PREPA declares ALSTOM in breach or
default of any of the Contract terms and conditions; and (3) the
subcontract includes, as a condition for its validity and enforceability, a
provision establishing for the subcontractor the obligation to comply with
all of ALSTOM's obligations under the Contract (mirror image clause),
except for such obligations, terms and conditions which exclusively related
with works or services not included under the subcontract.
19.2 ALSTOM is only allowed to internally assign to any of its company

affiliates for its accounts receivables under this Contract without PREPA's
consent. If ALSTOM decides to assign any due or payables, to which he
is entitled for services rendered or goods provided during the term of this
Contract to a different Company Affiliate or any third party, provisions in
Article 55, Transfer of Funds, shall apply.
20. Patents
ALSTOM, if notified promptly in writing by PREPA, and given the necessary

authority, information, and assistance, shall, at its own expense, defend PREPA
in any claim brought against same, based on a claim that any Part constitutes an
infringement of any U.S. patent and ALSTOM shall pay all damages and costs
awarded therein against PREPA. If in such suit the Services, or any part thereof,
is held to constitute an infringement and its use is enjoined, ALSTOM, at its
option and expense, shall either procure the right for PREPA to continue using
the Services, or replace same with non-infringing Parts, or modify them such that
they no longer infringe, or remove the Services and refund the purchase price. In
no event shall ALSTOM have any liability hereunder for (a) Non-ALSTOM
material or equipment specifically required by PREPA to be supplied hereunder;
(b) material or equipment supplied according to PREPA's detailed design; (c)
modifications, alterations, additions or changes made by PREPA to the
Contract TS-M08-16
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equipment or material supplied by ALSTOM. Each party shall retain ownership

of all Confidential Information and intellectual property it had prior to the Contract.
All new intellectual property conceived or created by ALSTOM in the
performance of this Contract shall be owned exclusively by ALSTOM.
21. Waivers
No waiver of any breach under Contract shall be held to be a waiver of any other
subsequent breach. All remedies afforded to either party by this Contract shall
be taken and construed as cumulative, that is, in addition to every other remedy
provided herein.
22. Disputes
Except as otherwise specifically provided in this Contract, all disputes concerning

questions of fact arising under this Contract shall be decided by the Generation
Director, subject to written appeal by ALSTOM to the Executive Director within
thirty (30) days from the date of the notification of the Generation Director's
decision. As soon as practicable thereafter, the Executive Director shall inform
each party hereto of his decision regarding the dispute. ALSTOM, at its option,
may elect to accept such decision or pursue remedies at law or equity. In the
meantime, ALSTOM shall diligently proceed with work as ordered. In the event
of a dispute arising during the warranty period, the Performance and Payment
Bond shall be used to guarantee that ALSTOM will well and faithfully perform the
warranty remedies as set forth in Article 9 Warranty.
23. Proprietary Information
23.1 All information supplied by the parties which is marked as "Proprietary" or

"Confidential" shall be treated as the proprietary and confidential property
of the parties and shall be returned to them upon request. Parties shall
not acquire any rights to the other party's proprietary and confidential
information or property. The parties shall not disclose such proprietary
and confidential property to third parties or to employees who do not have
a need-to-know, without the written authorization of the parties and the
execution of a non-disclosure agreement whose terms are consistent with
those set forth herein. In no event may disclosures be made to
competitors. This clause shall survive the termination of this Contract and
be in effect as long as the parties have possession of any proprietary or
confidential property or information of the other party.
Contract TS-M08-16
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23.2 This obligation of confidentiality shall not apply to any Proprietary

Information which is (i) in the public domain at the time of disclosure or
thereafter becomes part of the public domain by publication or otherwise,
(ii) is required to be disclosed by a governmental agency, either federal or
local, with jurisdiction over PREPA, or by federal or local law.
24. Pre-existing Site Conditions and Hazardous Materials
24.1 It is understood and agreed by the parties that nothing herein shall be
interpreted as placing any responsibility or liability on:
a. ALSTOM for pre-existing site conditions, including but not limited to

pollution, contamination, hazardous waste or toxic material or for the
generation, emission, or disposal of such substances.
b. PREPA for pollution, contamination, hazardous waste or toxic material

introduced to the site by ALSTOM including the generation, emission,
except for disposal of such ALSTOM introduced substances.
24.2 ALSTOM shall protect and indemnify PREPA against any and all claims or
liabilities based on the conditions identified in paragraph 24.1.b, above but
only to the extent resulting from Parties' negligence or improper release.
25. Observance of the Law
ALSTOM shall observe and comply with any and all federal, insular and
municipal laws, ordinances and regulations that in any manner affect the work,
the equipment or the materials used in the proposed rehabilitation and/or
installation or construction, and those employed in the work or the carrying out of
the work, and shall observe all such orders and decrees as exist at present or
may be enacted prior to the completion of the work by agencies or courts having
any jurisdiction or authority over the work. ALSTOM shall save harmless and
indemnify PREPA and its representatives, officers, agents and servants for fines,
attorney's fees and penalties paid by PREPA, to governmental authorities as sole
result of ALSTOM's violation of any such law, ordinance, regulation, order or
decree, whether by ALSTOM or its employees, subject to the limits of liability in
clause 8.8.
26. Notice
26.1 All notices and other communications hereunder shall be in writing and
shall be deemed given when delivered personally or sent by telecopy, or
postage prepaid, by registered, certified or express mail (return receipt
Contract TS-M08-16
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requested) or reputable overnight courier service and shall be deemed

given when so delivered by hand, or fax-copied, or if mailed, three days
after mailing (one business day in the case of express mail or overnight
courier service) to the parties at to the following addresses:
To ALSTOM:
ALSTOM Caribe, Inc.

Mr. Paul Elkovich
Vice President
2800 Waterford Lake Drive
Midlothian, VA 23112
To PREPA:
Martin Perez Garcia

Generation Director
Puerto Rico Electric Power Authority
PO Box 364267
San Juan, Puerto Rico 00936-4267
26.2 Either party may change their designated representative by written notice
to the other.
26.3 PREPA agrees to give ALSTOM immediate notice of any and all claims for
which ALSTOM may be liable, and ALSTOM agrees to give PREPA
immediate notice of any and all claims for which PREPA may be liable.
27. Applicable Law and Choice of Forum
This Contract shall be governed by and construed in accordance with the Laws
of the Commonwealth of Puerto Rico. Also, the contracting parties expressly
agree that only the state courts of Puerto Rico will be the courts of competent
and exclusive jurisdiction to decide over the judicial controversies that the
appearing parties may have among them regarding the terms and conditions of
this Contract. The parties acknowledge that, under laws of the Commonwealth
of Puerto Rico, trial by jury does not apply to litigation that may arise under this
Contract.
28. Terms
This Contract shall remain in effect through the period of 365 days from its
signing by all parties. Following completion of the warranty period, the Contract
Contract TS-M08-16
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shall continue in effect for those obligations that by their nature survive
termination of this Contract and/or completion of work hereunder.
29. Permits, Licenses, and Controls
ALSTOM shall obtain and pay for all permits and licenses, required in ALSTOM's
name, but not permanent easements, and shall give all notices, pay all fees, shall
comply and shall cause its agents and subcontractors to comply with all laws,
ordinances, rules and regulations bearing on the conduct of the work as drawn
and specified. If ALSTOM observes that the drawings and specifications are at a
variance with the above permits, laws, ordinances, rules and regulations,
ALSTOM shall promptly notify PREPA and shall not proceed with the work in
question until it has received an order from PREPA advising what changes are
necessary and when to proceed with the work as changed.
30. Schedules of Proposed Progress
ALSTOM, within thirty (30) days after the signing of the Contract, shall file with
the Engineer a time chart or schedule of proposed progress of the work and the
proposed detailed method of carrying on the work including a full statement of
equipment and equipment layout for the job. This progress chart and statement
of operations shall show the dates of commencement and completion of each
item of the work. If said progress chart and/or statements of operations are not
satisfactory to the Engineer, they shall be revised by ALSTOM to provide for the
use of adequate and sufficient equipment and force, and a method of operations
which will assure the completion of the work within the Contract time. This
information, when it has all been approved by the Engineer, shall become a part
of the Contract. All work on a particular unit shall be carried out on a continuous
schedule following the commencement date specified by PREPA and the
proposed work schedule submitted by ALSTOM and accepted by PREPA.
31. Claims for Payment for Labor and Materials
ALSTOM shall, at its own expense, assume the defense of PREPA and save
PREPA harmless from claims arising out of and in connection with ALSTOM
furnished labor and materials, and PREPA shall not suffer any mechanics or
other liens to remain outstanding against any property used in connection with
the work. ALSTOM shall also, on request, furnish satisfactory evidence that all
persons who have done work for ALSTOM or furnished materials to ALSTOM
have been fully paid. If ALSTOM fails to comply with its obligation in this respect,
PREPA may withhold from any monies due to ALSTOM such amounts as may
be necessary to satisfy and discharge any such claims and any costs and
expenses incident thereto.
(Cv
Contract TS-M08-16
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32. Insurance
32.1 Insurance and Bonds
ALSTOM shall maintain in full force and effect during the life of this Contract and
thereafter as provided herein, policies of insurance as follows:
Workers Compensation Insurance:
ALSTOM shall maintain Workers Compensation Insurance in compliance with

prevailing law along with employer's liability with limits of US$ 1,000,000.00 per
occurrence and US$ 1,000,000.00 per employee.
Commercial General Liability Insurance:
ALSTOM shall maintain a Commercial General Liability Insurance, including

coverage for liabilities assumed under contract, with limits of $2,000,000 per
occurrence and $2,000,000 aggregate.
Automobile Liability Insurance:
ALSTOM shall maintain a Commercial Automobile Liability Insurance with limits

of $1,000,000 combined single limit covering all owned, non-owned and hired
automobiles used in connection with its Services. .
Professional Liability Insurance:
ALSTOM shall maintain a Professional Liability Insurance with limits of

$2,000,000 per claim.
Inland Marine Insurance:
ALSTOM shall maintain Inland Marine Insurance to cover equipment in transit by

land. The limit of this insurance must be at a minimum the cost of the equipment
with the highest value to be transported during the term of the Contract.
Ocean Cargo Insurance:
ALSTOM shall maintain Ocean Cargo Insurance to cover equipment in transit in

a cargo vessel. The limit of this insurance must be at a minimum the cost of the
equipment with the highest value to be transported during the term of the
Contract.
Contract TS-M08-16
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32.2 Requirements Under the Policies
The Commercial General Liability and Automobile Liability Insurance required

under this Contract, shall include:
ALSTOM shall provide a certificate of insurance reflecting such coverage to:
A. As Certificate Holder

Risk Management Office
PO Box 364267
B. A 30 days cancellation or nonrenewable notice to be sent by certified mail

with return receipt to the above address.
C. The Certificate of insurance will include the Contract number, TS-M, date
and parties to the Contract.
D. Waiver of Subrogation in favor of PREPA but only to the extent of

ALSTOM's obligations stated herein this Article.
E. No defect or deficiency in any ALSTOM insurance policy or an ALSTOM

breach of insurance warranty, will serve as defense to ALSTOM or its
insurers to reduce, restrict or release ALSTOM, or any of it's insurer's,
obligations to PREPA under this Contract
32.3 Bonds:
As a contract security, ALSTOM shall furnish at the time of the execution of the
Contract:
a. A Performance Bond in the amount of Twenty percent (20%) of the

contract price, with good and sufficient surety satisfactory to the Authority
guaranteeing that ALSTOM will well and faithfully perform the contract
work within the time specified.
b. A Payment Bond in the amount of Twenty percent (20%) of the contract

price, with good and sufficient surety satisfactory to the Authority to
guarantee the prompt payment of all labor, supervision, equipment and
materials required in the performance of the work.
Contract TS-M08-16
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c. All bonds shall be presented to the Authority before commencement of

any work and shall be executed in the required official form of the
Authority.
32.4 Certificate of policies:
All required policies of insurance certificates and bonds shall be in a form

acceptable to PREPA and shall be issued only by insurance companies
authorized to do business in Puerto Rico.
ALSTOM shall furnish a certificate of insurance in original signed by an

authorized representative of the insurer (admitted in Puerto Rico if so
required by law or statute), describing the coverage afforded.
33. Other Work at the Site
33.1 PREPA reserves the right to perform other work by PREPA's own forces
and/or let other contracts in connection with this project. ALSTOM shall
afford PREPA and other contractors' reasonable opportunity for the
introduction and storage of their materials and the execution of their work
and shall properly connect and coordinate its work with theirs. If any part
of ALSTOM's work depends for proper execution or results upon the work
of PREPA or of any other contractor, ALSTOM shall inspect and promptly
report to PREPA any defects in such work or any conflicts between such
work and that of ALSTOM. PREPA shall decide, if necessary, the course
to be followed by each party.
33.2 Wherever work being done by PREPA's own forces or by other

contractors is contiguous to work covered by this Contract, the respective
rights of the various interests involved shall be established by PREPA to
secure the completion of the various portions of the work in general
harmony. Whenever, in the opinion of PREPA, the orderly progress of the
entire project requires the use by PREPA's own forces or by other
contractors, of construction equipment installed and operated by ALSTOM
for its own use, PREPA will arrange with ALSTOM for such use, at times
and in locations which will not interfere with the work being done under
this Contract.
34. Unfair Labor Practice
In the event that ALSTOM or any of its subcontractors or agents do not comply
with an order issued by the Puerto Rico Labor Relations Board and/or the
National Labor Relations Board upon their finding that ALSTOM or any of its
Contract TS-M08-16
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subcontractors or agents have committed an unfair labor practice, no further

payments shall be made by PREPA to ALSTOM after the date of the said order.
In addition, the Contract may be terminated by PREPA, in which case PREPA
may take possession of the materials, tools, and appliances on the job site and
finish the work by whatever method it may deem expedient. Any declaration by
the Puerto Rico Labor Relations Board and/or by the National Labor Relation
Board that ALSTOM or agents have not complied with an order issued by the
Board relating to any unfair labor practice, shall be binding, final and conclusive
unless such order is reversed or set aside by a Court of competent jurisdiction.
35. Cleaning Up
35.1 ALSTOM shall, when providing craft labor, from time to time, as directed
by the Engineer, remove from PREPA's property and from all public and
private property all temporary structures no longer required, rubbish, and
waste materials resulting from its operations.
35.2 Upon completion of the work ALSTOM and PREPA shall jointly remove
from the vicinity of the work all remaining rubbish, unused materials, and
other like material, used during or as a result of the installation of the
equipment.
35.3 The work area shall be kept in a clean and orderly condition. ALSTOM will
be responsible for the removal from the plant premises of all garbage and
waste resulting from the Contract work in strict compliance with local and
federal environmental laws.
35.4. Unused material and/or parts must be returned to the Plant Warehouse in
coordination with the Project Manager and the Plant Manager supervisor.
36. Use of Completed Portions
PREPA shall have the right to take possession of, and use, any completed or
partially completed portions of the work, notwithstanding the fact that the time for
completion of the entire work may not have expired, but such taking possession
and use shall not be deemed an acceptance of the work so taken or used or any
part thereof. PREPA may require ALSTOM to expedite the completion of any
part of the work for provisional use by PREPA and ALSTOM shall comply with
such request. If such order of completion or prior use increases the cost of or
delays the work, ALSTOM shall be entitled to such extra compensation or
extension of time, as agreed by the parties.
Contract TS-M08-16
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37. Waste Removal
ALSTOM will notify PREPA of any waste removal requirements beyond normal
office and jobsite debris. PREPA shall arrange correct disposal of any waste
according to environmental regulations.
Any chemical product to be used shall be classified Approved by PREPA's

Hazard Communication Section before entering the work area of PREPA's
premises.
Any chemical product shall not reach any Internal Waste stream of the Plant in
order to comply with the Pre-Treatment Permit.
ALSTOM shall inform and coordinate with the Environmental Advisor any work to
be done to avoid any environmental violation.
ALSTOM's personnel must take any in-house prevention release orientation

given by PREPA's environmental control supervisor. Also, their personnel must
take a safety orientation given by the plant safety officer. ALSTOM shall inform
and coordinate with the environmental control supervisor any work to be done to
avoid any environmental violation.
Hazardous Waste Disposal
ALSTOM shall manage all hazardous waste generated because of the Work
under the contract, according to Environmental regulations. Hazardous Waste
generated shall be transferred to an onsite location designated by PREPA.
PREPA shall be responsible for offsite transportation and disposal of hazardous
waste.
PREPA shall take whatever precautions required and necessary to eliminate any
existing hazardous waste conditions so that the work under this Contract may
begin. ALSTOM shall not be obligated to commence or continue work until
existing hazardous waste is removed by PREPA.
PREPA is responsible for disposal of hazardous waste that may be existent at its
own facility and is responsible for offsite transportation and disposal of such
waste.
38. Safety Provision
ALSTOM shall comply with the following (as applicable to the specific scope):
Contract TS-M08-16
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38.1 ALSTOM shall take all reasonable precautions for the safety of, and shall
provide all reasonable protection to prevent damage, injury or loss to:
a. All employees on the work and all other persons who may be
affected thereby;
b. All the work and all materials and equipment to be incorporated

therein, whether in storage on or off the site, under the care, custody
or control of ALSTOM or any of its subcontractors, and
c. Other property at the site or adjacent thereto, including trees, shrubs,

lawns, walks, pavements, roadways, structures and utilities of
construction.
38.2 ALSTOM shall comply with all applicable laws, ordinances, rules,
regulations and lawful orders of any public authority having jurisdiction
over the safety of persons, of property or to protect them from damage,
injury or loss. It shall erect and maintain, as required by existing
conditions and progress of the protection, including posting danger signs
and other warnings against hazards, promulgating safety regulations and
notifying owners and users of adjacent utilities.
38.3 When the use or storage of explosives or other hazardous materials or

equipment is necessary for the execution of the project, ALSTOM shall
exercise the utmost care as not to endanger life or property and shall carry
on such activities under the supervision of properly qualified personnel.
ALSTOM shall keep the Engineer informed as to his approval before
blasting, when required. ALSTOM, when necessary, shall use mats or
other accepted means to reduce blasting. ALSTOM shall notify each
public utility company and other private entities having facilities in the
proximity to the site of the work of its intention to use explosives. Such
notice shall be give sufficiently in advance to enable the companies and
the private entities to take such steps as they may deem necessary to
protect the property from injury.
38.4 ALSTOM shall designate a responsible member of its organization at the

site, whose duty shall be the prevention of accidents and, who shall
develop and coordinate with the Engineer a safety program.
38.5 Compliance with all safety provisions by subcontractors shall be the

responsibility of ALSTOM.
Contract TS-M08-16
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38.6 ALSTOM shall perform its work at the site in accordance with, and require
its employees and subcontractors to conform to, PREPA's applicable
safety procedures and policies. PREPA shall provide safety training
regarding such policies and procedures to ALSTOM and its employees
and subcontractors.
38.7 Before commencement of work, ALSTOM shall take part in a coordination

meeting with a Safety Officer and the project manager on PREPA's behalf.
During this meeting the areas to be worked on will be toured, the site-
specific work plan will be discussed and reviewed, and amendments to it
could be required.
38.8 ALSTOM shall submit, prior to commencement of the work, the following:
a. A Site Specific Work Plan
b. A list of all specialized personnel needed. Also, include copy of all

training certificates, licenses or certifications required, according to
the scope of work for welders, Theses certificates and licenses shall
be up to date.
c. Copy of the Material Safety Data Sheets (MSDS) of all chemical

products to be used during the project.
d. Certification of compliance with Fit Test requirements for the use of

negative pressure respirators as may be applicable to ALSTOM's
Work.
38.9 ALSTOM shall adhere to a 100% drug/alcohol free work zone.
38.10 ALSTOM and PREPA shall be jointly responsible for maintaining good
housekeeping in the work, rest, lunch and toilet areas and under
reasonably sanitary conditions.
38.11 Welding operations will comply with the requirements of OSHA, ANSI and
NFPA.
38.12 ALSTOM shall take all reasonable precautions for the safety of, and shall
provide all reasonable protection to prevent damage, injury or loss to all
employees on the work site and all other persons who may be affected.
This shall include property, material and equipment on or off the site,
under the care, custody or control of ALSTOM or any of the
subcontractors.
Contract TS-M08-16
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38.13 ALSTOM shall comply with all applicable laws, ordinances, rules,
regulations and lawful orders of any public authority having jurisdiction for
the safety of persons or property or to protect them from damage, injury or
loss.
38.14 PREPA shall manage access to the work zone including the prohibition of
any person not related to the project by means of signs, barricades,
fences or a combination of them.
39. Start-up, Progress and Completion
ALSTOM shall start its work on the date stated in the Contract and shall proceed
to carry out the Services with the work force and equipment that are necessary to
complete the work within the time specified in the Contract. ALSTOM shall
provide regular updates of the work schedule to the Engineer's schedule and the
operation shall be subject at all times to the approval of the Engineer.
40. Protection of Existing Facilities
40.1 ALSTOM's operations shall be carried out with extreme care at all time to
avoid damage to structures and facilities and to avoid interference with the
units in operation on the site.
40.2 During performance of any work at the site, ALSTOM shall take all
reasonable and necessary actions to protect, all existing structures and
equipment on the site. Any damage to these structures or equipment that
is the result of ALSTOM's fault or negligence shall immediately be
repaired by ALSTOM at its own expense. In the event that ALSTOM does
not make the repairs, as required by PREPA, in the specified time,
PREPA may perform the repairs and deduct the reasonable cost of the
repairs mutually agreed from the payments owed to ALSTOM.
41. Minimum Wage Rates
Laborers and other employees engaged under this Contract shall be paid at not
less than the minimum wage rates prescribed by law. PREPA may withhold from
any monies due to ALSTOM any sum necessary to make up the full amount of
wages due under this Contract and may distribute it directly to those entitled
thereto under the same.
Contract TS-M08-16
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42. Superintendence by ALSTOM
ALSTOM shall have a competent foreman or superintendent, satisfactory to the

Engineer, on site at all times during the works, with authority to act on behalf of
ALSTOM. The Superintendent shall represent ALSTOM and all instructions
given to him by the Engineer shall be binding to ALSTOM. ALSTOM shall, at all
times, enforce strict discipline and good order among its employees and shall not
employ on the job any person unskilled or untrained in the work assigned to him.
In addition, ALSTOM shall be fully responsible for the acts and omissions of
subcontractors or of persons directly employed by him.
43. Organizational Chart and Review Schedule
ALSTOM shall furnish an Organizational Chart indicating the supervisory

personnel who will have a role in the services to be provided.
44. Specifications and Drawings
44.1 ALSTOM shall keep at the work site a copy of the Contract, its
supplementary documents, specifications, and drawings, and shall keep
them available for the Engineer at all times.
44.2 Anything called for in the specifications and not shown in the drawings, or
shown in the drawings and not mentioned in the specifications shall be
deemed to have been called for or shown in both. In case of any
difference between drawings and specifications, the specifications shall
govern. In case of discrepancy in the specifications and drawings, the
matter shall immediately be submitted to the Engineer, without whose
decision said discrepancy in the specifications and drawings shall not be
adjusted by ALSTOM, and ALSTOM shall not proceed with the work
affected thereby until he has received written orders from the Engineer.
44.3 The Engineer will, from time to time, furnish such additional detailed
drawings or other information as he may consider necessary for carrying
out the work.
45. Procurement by ALSTOM
45.1. In compliance with the corresponding laws and regulations, PREPA may,
in advance and in writing, authorize ALSTOM to procure certain materials,
spare parts, or other material required for the work in accordance to the
section 5 Changes and/or Extra Work if required.
Contract TS-M08-16
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45.2 ALSTOM shall not make any purchase on behalf of PREPA without written
authorization from PREPA's Engineer.
45.3 ALSTOM, in making such purchases, shall comply strictly with all laws,
regulations and procedures of PREPA and must obtain prices from at
least three (3) vendors or suppliers prior to the issuance of any purchase
order. Final award of order must have the written approval of PREPA's
Project Manager.
46. Certifications
46.1 Prior to the execution of this Contract, ALSTOM will have to submit the
following documents or certifications:
a. An Income Tax Return Filing Certificate, issued by the Treasury

Department of Puerto Rico, Area of Internal Revenues, assuring that
ALSTOM has filed its Income Tax Return for the last five (5) years. In
addition, ALSTOM shall submit a Certification of Debt issued by the
Area of Internal Revenues.
b. Certification issued by the Municipal Revenues Collection Center

(MRCC) assuring that ALSTOM does not owe any tax to such
governmental agency.
c. Certification, issued by the Department of Labor and Human

Resources of Puerto Rico, assuring that ALSTOM has paid to the
Department of Labor and Human Resources of Puerto Rico its
employees' contribution, in accordance with the Puerto Rico
Employment Security Act (unemployment, temporary disability or
sickness, or social security for chauffeurs); or is paying such
contribution by an installment plan in full compliance with its terms.
d. Copy of the Merchant's Registration Certificate.
e. Certification, issued by the Child Support Administration, assuring

that ALSTOM is in compliance with the withholdings required by law
as an employer.
46.2 It shall be ALSTOM's responsibility, also, to require all subcontracted third

parties to comply with all the previous Certifications and agrees to notify
PREPA of such compliance within ten working days of subcontracting
such third party.
Contract TS-M08-16
Page 31 of 35
46.3 If any of the previously required Certifications shows a debt, and ALSTOM
has requested a review or adjustment of this debt, ALSTOM will certify
that it has made such request at the time of the Contract execution. If the
requested review or adjustment is denied and such determination is final,
ALSTOM will provide, immediately, to PREPA a proof of payment of this
debt; otherwise, ALSTOM accepts that the owed amount be offset by
PREPA and retained at the origin, deducted from the corresponding
payments.
46.4 ALSTOM recognizes that submittal of the aforementioned certifications

and documents is an essential condition of this Contract; and even in the
case that they are partially incorrect, there will be sufficient cause for
PREPA to terminate, cancel or rescind the Contract, and ALSTOM have to
refund all payments received.
47. Miscellaneous
The agreement of the parties with respect to this Contract, and Services to be
provided hereunder, may not be amended or modified, nor may a provision
thereof be waived, except in writing signed by both parties. The action or failure
to act by ALSTOM or PREPA to enforce anyone or all of the rights granted either
party shall not act as a waiver of that right nor serve as agreement to a breach of
any of the provisions of the terms and conditions of this Contract. The invalidity
or un-enforceability of any portion or provision of this Contract shall in no way
affect the validity or enforcement of any other portion hereof.
48. Novation
PREPA and ALSTOM expressly agree that no amendment or change order

which could be made to the Contract, during its term, shall be understood as a
contractual novation, unless both parties agree to it, specifically and in writing.
The previous provision shall be equally applicable in such other cases where
PREPA gives ALSTOM a time extension for the compliance of any of its
obligations under the Contract or where PREPA dispenses the claim or demand
of any of its credits or rights under the Contract.
49. Conflict of Interest
ALSTOM certifies that he does not receive payment or benefit of any nature for
services rendered regularly through an appointment to a governmental agency,
body, public corporation or municipality of Puerto Rico. ALSTOM also certifies
that he may have contracts with other governmental agencies or bodies, but such
condition does not constitute a conflict of interest for ALSTOM.
63
Contract TS-M08-16
Page 32 of 35
50. Change of Law
During the term of this Contract, any change in law, including, but not limited to,
changes in applicable tax law, which causes an increase in ALSTOM's costs
when supplying the products or services to be acquired by PREPA, shall be of
ALSTOM's responsibility to notify PREPA, and if additional sums affects the price
originally agreed for said products or services. Any change in law that affects the
scope of work or price shall entitle ALSTOM to a change order which shall be
agreed between the parties
51. Severability
If a court of competent jurisdiction declares any of the Contract provisions as null

or invalid, such holding will not affect the validity and effectiveness of the
remaining provisions of the Contract and the parties agree to comply with their
respective obligations under such provisions not included by the judicial
declaration.
52. Billings by ALSTOM
All invoices submitted by ALSTOM must be approved by the Engineer.

All invoices must be accompanied by the proper supporting documents (time
sheets, invoices, approving memorandums). For cost reimbursable work,
originals of ALSTOM's and subcontractor's invoices and time sheets must be
submitted to and approved by the Engineer. Requisitions for payment shall be
submitted in triplicate, and payment will be made in accordance with the terms
under Article 3 - Term of Payment.
PREPA shall pay invoices to its suppliers within the period of time established in
Article 3 of the Contract. The time period for the payment shall commence once
the supplier complies with all the requisites and documents necessary for the
same.
All invoices submitted by ALSTOM shall include the following Certification in
order to proceed with its payment. This is an essential requirement and those
invoices without this Certification will not be processed for payment:
No Interest Certification:
Under penalty of absolute nullity, I hereby certify that no employee, official or

director of PREPA is a party or has any interest in the profits or benefits to be
obtained under this Contract, or if any employee, official or director of PREPA
has any interest in the profits or benefits under this Contract a waiver has been
previously obtained. I, also certify that the only consideration to (furnish goods)
Contract TS-M08-16
Page 33 of 35
or (provide services) under this Contract is the payment agreed with PREPA's
authorized representative.
The total amount of this invoice is fair and correct. The (works) were completed,
(the products) were delivered or (the services) were provided and no payment
has been received f o r b i d concept.
Contractor's Signature
53. Code of Ethics
ALSTOM agrees to comply with the provisions of Act 84-2002, which establishes
a Code of Ethics for the Contractors, Suppliers, and Economic Incentive
Applicants of the Executive Agencies of the Commonwealth of Puerto Rico.
54. Sworn Statement
Prior to the execution of this Contract, ALSTOM shall submit to PREPA a sworn
statement to the effect that, as of the effective date, neither ALSTOM nor any of
its chairperson, vice chairperson, directors, executive director, any member of its
board of directors or board of officials, or any person performing equivalent
functions for ALSTOM; or its subsidiaries or alter egos have not pled guilty to, or
have not been convicted of, and are not under judicial, legislative, or
administrative investigation in Puerto Rico, the United States of America, or any
other country for any of the crimes enumerated in Act of December 29, 2000,
No. 458, as amended, 3 L.P.R.A. §928-928i (Act 458-2000), or its equivalent.
In accordance to Article 6 of Act of December 29, 2000, No. 458, as amended,
ALSTOM acknowledges that its conviction or guilty plea for any of the crimes as
enumerated in Article 3 of such Act shall entail, in addition to any other applicable
penalty, the automatic rescission if this Contract. In addition, but only to the
extent required by Act of December 29, 2000, No. 458, PREPA shall have the
right to demand the reimbursement of payments made pursuant to this Contract.
55. Transfer of Funds
If ALSTOM decides to assign or transfer an amount, due or payable, to which he

is entitled for services rendered or goods provided during the term of this
Contract, ALSTOM shall notify PREPA of such transfer of funds, in accordance
to the provisions of Act 21-2012. Said notice shall clearly indicate the rights
granted, including a copy of the contract under which the assignments were
made, the exact amount of funds to be assigned or transferred, and specific
Contract TS-M08-16
Page 34 of 35
identification information regarding the assignee (full name of the person or

company), address and any other contact information.
ALSTOM acknowledges and agrees that PREPA may deduct any amount, due or
payable under this Contract, that ALSTOM owes, PREPA may retain any said
amount if ALSTOM fails to fulfill its obligations and responsibilities under this
Contract, or a claim arises for warranty or defects regarding the services
rendered or goods provided under this Contract. ALSTOM also acknowledges
and agrees that PREPA's payment obligation under any assignment of funds will
cease upon payment of the outstanding amounts under this Contract. PREPA
shall not be required to make payments or transfer any funds for an amount that
exceeds the payment to which ALSTOM is entitled to under this Contract.
ALSTOM's aforementioned notice of assignment of funds shall be accompanied

by a cashier's check or money order payment of two hundred dollars ($200),
payable to "Puerto Rico Electric Power Authority", for administrative costs for
processing said assignment.
56. No Nuclear Use:
Products and/or Services sold by ALSTOM are not intended, in whole or in part,
for application (and will not be used) in connection with or nearby any nuclear
facility or activity, and PREPA warrants that it shall not use or permit others to
use Products and/or Services for any such purposes, without the advance written
consent of ALSTOM.
57. Compliance with trade control laws:
The parties' obligations are conditioned upon their compliance with all U.S., EU
and other applicable trade control laws and regulations. The parties shall not
trans-ship, re-export, divert or direct or otherwise make or allow any disposition
of Products other than in and to the ultimate country of destination declared by
the parties and specified as the country of ultimate destination on the parties'
invoice, except as may be permitted by applicable laws and regulations. The
parties hereby certify that the equipment, materials, services, technical data,
software or other information or assistance furnished by the parties under this
Contract will not be used in the design, development, production, stockpiling or
use of chemical, biological, or nuclear weapons by the parties or by any entity
acting on their behalf.
Contract TS-M08-16
, Reference no. 00075639
1
Page 35 of 35
58. Deliveries and Title Transfer
For the delivery of the products under this Contract, ALSTOM shall deliver
Products to PREPA DAP (Incoterms 2010) Aguirre Power Plant (Central Aguirre)
at which time title to such Products shall pass to PREPA. Notwithstanding this
ALSTOM delivery obligation, PREPA shall remain responsible for custom
clearance, duty payments and unloading of the transported goods.
59. Customs Clearance
When PREPA arranges the export or intercommunity shipment, PREPA will

provide ALSTOM evidence of exportation or intercommunity shipment acceptable
to the relevant tax and custom authorities. PREPA may not use any third party
vendor for providing customs clearance services until ALSTOM has approved
such party prior to shipment of the Parts.
i
60. Complete Agreement
This document, together with all attachments referred to herein, constitutes the
entire Agreement between the parties as to this subject matter. In case of
conflict the Terms and Conditions of this Contract, as signed by the parties, shall
prevail.
IN WITNESS THEREOF, the parties hereto have executed this Contract as this date.
In San Juan, Puerto Rico, this September 19 2 016.
Puerto Rico Electric Power A ^ b o r i t J / ALSTOM Caribe, Inc.
BY: /
Javier A. pjiintatia Mendez Paul Elkovich /
Executive^Director, PREPA Vice President, ALSTOM
Social Security Number Social Security Number
PUERTO RICO ELECTRIC POWER AUTHORITY
DIRECT SERVICE CONTRACT TS-M08-16

(REFERENCE NO. 00075639)
AGUIRRE POWER COMPLEX UNIT 2
IP INNER BLOCK INSPECTIONS, HP-IP ROTORS AND COMPONENTS INSTALLATION,

TURBINE CONTROL SYSTEM INSTALLATION AND COMMISSIONING,
GENERATOR REASSEMBLY
SPECIAL CONDITIONS AND TECHNICAL SPECIFICATIONS
ARTICLE 1. The Requirements
A. The Contractor is required to furnish tools, equipment, facilities, supervision, job

administration and superintendence required, as requested by PREPA and shall perform
all work expeditiously and to the entire satisfaction of the Contracting Officer. The work
shall be conducted in accordance with this specification, as directed by the Contracting
Officer as described in ALSTOM Proposal No. 1093015 revision 4, dated July 22, 2016
and the Article 2, Scope of Work of these Specifications.
B. All work performed under this Specifications shall be done in a safe and workmanlike
manner and in strict conformance with all rules, regulations and ordinances, etc., of
government agencies having jurisdiction over the class of work involved and including
the American National Standards Institute (ANSI), the American Society of Mechanical
Engineers (ASME), the National Board of Inspection Codes (NBIC), the Environmental
Protection Agency (EPA), the Occupational Safety and Health Office (OSHO)
requirements, and the latest edition of all other applicable codes and standards.
C. The work area shall be kept in a clean and orderly condition. Unused material and/or
parts must be returned to the Plant Warehouse coordinated with the Project Manager
and the Plant Manager Supervisor.
D. The Contractor shall provide adequate guard vigilance of the work areas during the non-
working periods.
E. The Contractor shall develop a schedule of the activities to be performed in connection

with the work of the Contract and shall submit the same to PREPA for the approval of the
Engineer.
F. All work on a particular unit shall be carried out on a continuous schedule following the
commencement date specified by PREPA and the proposed work schedule submitted by
the Contractor and accepted by PREPA.
Special Conditions and Technical Specifications
TS-M08-16
Page 2 of 16
G. The Contractor shall furnish the Engineer summary weekly reports of the various
divisions of the work under the Contract, stating the existing status, rate of progress,
estimated time of completion and cause of delays, if any.
H. Concurrent to all work, a written report of conditions as found, work performed,

clearances and test data recorded should be submitted. A final report should be
submitted within eight (8) weeks after completion of all work. The report shall include "As
Built drawings" showing the installations of the replaced components.
I. The Contractor shall mark out the limits around the units under contract and in the way
approved by PREPA'S Project Manager so as to isolate and identify the work area from
the other units in operation. The Contractor's personnel must be advised to stay
between these limits.
J. The Contractor shall furnish all tools and equipment required to perform the inspection,
adjustments, repairs and/or replacements expeditiously and to the satisfaction of the
Engineer.
ARTICLE 2. Scope of Work
[as described in Alstom's Proposal 1093015 Revision 4, dated July 22, 2016]
2.1 IP INNER BLOCKIPINSPECTION

• Transport (REMOVED FROM
Inner Block transportation skid to UNIT 2)
the Aguirre Power Station
• Transport IP Inner Block to the Alstom Power Inc. Shop in Richmond, VA.
• Receive IP inner block
• Remove transportation fixtures and coatings
• Perform incoming inspections
• Remove heat shields
• Loosen horizontal casing flange bolting and remove upper half of casing
• Remove rotor from inner casing lower half
• Perform visual inspection of disassembled parts
• Perform detailed inspection of rotor and casing
• Perform incoming run-out inspection of rotor
• Blast clean rotor
• MT rotor
• Blast clean casing
• MT casing
• Perform distortion checks of casing
• Inventory and lay out parts for customer inspection
• Properly store parts and equipment up to 24 months
• Issue inspection report
TS-M08-16
Page 3 of 16
IP GLAND SEAL CASING (2)

• Received IP gland seal casings
• Disassemble gland casings
• Visual inspection of disassembled parts
• Blast clean casings
• MT casings
• Perform distortion checks
• Provide incoming inspection report and recommendations for
repair/refurbishment
2.2 HP TURBINE
[NOTE: ALL CRAFT LABOR FOR THE HIGH PRESSURE TURBINE SCOPE
DESCRIBED IS FURNISHED BY PREPA]
Remove and repair outer casing indication as follows:

• Perform contact check of steam joint.
• Install the factory refurbished HP rotor and inner block as a drop-in assembly.
• Perform initial coupling parallelism checks and position checks.
• Lift HP rotor/inner block and install positioning shims as required. Install
refurbished gland casings at both ends of the HP turbine. Align and fit the
refurbished gland casings relative to the rotor position.
• Install the HP upper half outer casing. Tension the cylinder bolts.
• Perform final coupling parallelism checks. Correct as required. Install and
tension coupling bolts.
• Reinstall the two upper live steam inlet pipes. Align and tension special pipe
unions and the flange connections at the casing. PREPA will machine the
surfaces to correct the sealing.
• Restore the front standard. Install new O-ring seals purchased separately by
PREPA and made available to GE. Restore bearings #1 and #2. Reinstall the
turning gear motor. (Electrical support will be provided by PREPA).
• Reinstall and perform a run-out adjustment of the over speed trip device
(mechanical over speed trip device "bolts" will be blocked).
• Inspection, alignment and correction of the thrust bearing.
2.3 IP TURBINE
[NOTE: ALL CRAFT LABOR FOR THE INTERMEDIATE PRESSURE TURBINE
SCOPE DESCRIBED IS FURNISHED BY PREPA
• Clean and inspect the interior of the open lower half outer casing. Clean inspect
and install (adjust and pin) the piston rings.
TS-M08-16
Page 4 of 16
• Install refurbished gland casings at both ends of the IP turbine. Align and fit the
refurbished gland casings relative to the rotor position.
• Install the factory refurbished IP rotor and casing as a drop-in assembly.
• Lift IP rotor/inner block and install positioning shims as required.
• Loosen measure and realign the lower extraction piping as required.
• Install upper outer IP casing.
• Tension the hydraulic style outer casing horizontal joint bolts. ITH tensioning
equipment presently in PREPA's possession is required for this step.
• Perform final coupling parallelism checks, install and tension coupling bolts.
• Install bearing #3 upper half.
Close bearing pedestals and install coupling guards.
• Reconnect the two (2) upper steam inlet flange connections, align and correctly
tension the flange bolts hydraulically.
• Reinstall and reconnect the crossover pipes between the IP casing and LP
Turbines 1 and 2.
• Replace turbine enclosure sections that were removed for the purpose of the
work scope.
2.4 Main Control Valve Re-Assembly (4)

• Install all 4 PREPA furnished MCV insert assemblies.
• Install all 4 PREPA furnished MCV Actuators
2.5 Electro Hydraulic Control System Flush

[GE will assist PREPA with the EHC System Flush (supply flushing jumpers; assist in set
up of the flushing configuration and reconfiguration). PREPA and its Flushing Contractor
is responsible to follow the below procedure and perform the listed tasks accordingly at
no charge to GE.]
• Drain all vessels and low points in the system.
• Open and mechanically clean all mechanical components, i.e. Coolers, Filters,
Critical Valves and Servos, etc.
• Hydrolyze (water blast) all supply and return lines to white metal surface with
inhibited water that allows 48 hours delay prior to lube oil re-coating before flash
rusting. Sodium Nitrite or similar inhibitor in the water has been and is now being
used in turbine lube oil piping for Hydrolyzing purposes. The Hydrolyzing
Contractor should make this call and guarantee the result.
• Steam clean the Control Oil Reservoir and mechanically dry.
• Reassemble the supply and drain system piping and prepare the vessels for
flushing as is now done with our flushing configuration with the Phosphate Esther
Fluid.
• Fill Control Oil Reservoir with Lube Oil and perform an Ultra High Velocity Flush
procedure to remove all solid and aqueous contaminants left in the system by the
TS-M08-16
Page 5 of 16
Hydrolyzing Procedure, while filling and coating the piping internals and vessels
with lube oil.
• Complete the Control Oil System assembly for normal operation.
• Drain, hand clean and fill the .Control Oil Reservoir with new Lube Oil.
• Perform an On-Board Pump circulation and verify through laboratory analysis that
the lube oil and Control Oil System is acceptable for operation.
• Procedure is complete. [Note: This flushing procedure to be performed after the
turbine rack piping is modified.]
• GE personnel will set up various blanks, jumper assemblies, temporary drains
etc. as required for flushing the newly modified control oil system.
• GE personnel will assist (mechanical work only) in staging and making ready the
flush contractor equipment prior to control oil flush, and assist in the break down
afterward.
• GE personnel will not enter confined spaces and do any internal vessel cleaning.
2.6 Bearing Inspection [NOTE: CRAFT LABOR FOR THE BEARING INSPECTION is
furnished by PREPA]
• Install bearings and close pedestals.
• Check coupling alignment on coupling #1 (HP-IP), #2 (IP-LP1). Correct as
required - correction limited to the tolerance within the allowable bearing
movement.
2.7 Lube Oil Flush [NOTE: CRAFT LABOR REQUIRED FOR THE TURBINE LUBE OIL
SYSTEM FLUSHING DESCRIBED IS FURNISHED BY PREPA EXCEPT WHERE
NOTED.
• Perform a lube oil flush at bearing pedestals 1, 2, and 3 (via jumpers connecting
oil supply and oil drain pipes before the pedestals) by using the auxiliary lube oil
pump. GE will provide all technical direction and supervision to correctly set up
the pedestals, stand by and monitor the system for leaks, and correctly restore
the system after completion of the flush. GE piping specialists will perform hands
on work with assistance from PREPA craft as needed to accomplish the lube oil
system flushing.
• This oil flush will be performed using the existing provisions at Aguirre, including
installed oil equipment.
• PREPA will provide the temporary pedestal lube oil jumper hoses, which are
presently available at Aguirre, and GE will inspect and repair, as required.
• After the flush, GE will supervise the cleaning and return the pedestal jumpers to
PREPA's tool room.
• PREPA will arrange for the analysis of oil samples periodically during flushing as
normally practiced at Aguirre Steam Plant.
• Support to perform the flush (i.e. coordinator from plant operations, equipment
operators, oil, portable holding tanks, etc.) to be provided by PREPA.
• PREPA's Flushing Contractor will specify details for the main oil flush. C~
TS-M08-16
Page 6 of 16
2.8 S90 Hydraulic System Installations and Commissioning

• Remove old components, piping and tubing as outlined in Technical Instruction
UICD01820C3390. Essentially, all inter-connections between the mineral oil
lubricating / safety system and EHC fluid systems will be removed. The new
safety system will be an S90 based system that will convert electronic signals
from the electronic protection to hydraulic actuation in the control fluid system.
• The above includes removing many components from the control rack, one of the
mineral oil pumps and filters on the lube oil tank, and all of the oil related safety
components from the front standard (bearing pedestal #1.) As well, the
associated oil piping/tubing that is no longer necessary will be removed. In some
cases, new steel mounting bases, with machined surfaces will be specified by
GE, and fabricated in the Aguirre machine shop to accommodate mounting of
new hydraulic devices at the control oil rack.
• Remove and replace the following hydraulic components with new in kind
supplied by PREPA: Safety Relay, Relay to Vacuum Breaker, Pressure Relieve
Valve D 100889R0005, Discharge Amplifier, 2-Way Valve, Pressure Relieve
Valve D 100893R005, Pressure Relieve Valve R 001359R0003.
• Install S90 trip block without sequence valve (TBOS90.)
• Install new test valve in the hydraulic safety system.
• Install new drain amplifier block in the hydraulic safety system.
• Install three new safety pressure transmitters.
• Install three new lube oil pressure transmitters.
• Remove old overspeed trip device and mechanical governor gear wheel
• Install new stub shaft with speed wheel and new speed probe brackets
• Install two new condenser pressure transmitters (for a total of 6, 3 for each LP
turbine exhaust, 4 existing PTs will be utilized)
• All associated piping and tubing for the new system will be modified or new as
appropriate.
• Testing, cold and hot commissioning of the new safety and hydraulic components
to ensure proper operation and system response.
• New Swagelok and Parker material required for this modification is included in
GE's quote.
• As practiced in the past at Aguirre, GE personnel will address all mechanical
work related to the S90 hydraulic system work scope.
2.9 Blueline® (S90) Installation and Commissioning

• Remove existing "Amerin" Cabinet
• Install and wire the new cabinet (S90 protection)
• Remove old unused cables
• Run wiring between the new S90 protection cabinet and the existing Turbotrol 6
cabinet
• Wire the new S90 trip block
TS-M08-16
Page 7 of 16
Wire the new pressure transmitters (x8).

Install and wire one (1) new trip pushbuttons (at the turbine).
Rewire the existing two (2) trip pushbuttons (turbine and boiler control room).
Install and wire the new Engineering Station.
Install and wire two (2) new Operator Stations.
Replace (30+) P13 modules within the Turbotrol 6 cabinet with the BlueLine
cards. Remove some of the old P13 modules.
Technical direction for installation of new speed probes bracket and install, wire
four (4) new speed probes.
Install / LAN (Local Area Network).
Install the 24V DC power distribution in the existing power supply cabinet,
connecting the power supply to the new BlueLine (S90) cabinet.
Rewiring of the signals related to valve tests from the existing panel Insert to the
new BlueLine (S90) cabinet (new cables will be supplied from the cabinets to the
stop valves).
Technical direction for installation of the new junction box for test valve and trip
block pressure switch on the existing controls rack.
Testing, cold and hot commissioning of the new components to ensure proper
operation and system response.
Remove the existing Turbotrol 6 panel insert.
Wire additional windows on the existing annunciators.
BlueLine software to be modified in order to include the Boiler's Block Valve's Re-
Heat System and Re-Heat Steam Flow.
Inventory of all parts is included; i.e. measure all distances for cabling,
electrohydraulic components, electrical & instrumentation (such as electronic
boards, processors etc.).
Proposal includes one (1) Commissioning Engineer for BlueLine (S90); i.e.
installation and commissioning for twenty-two (22) days (6-day week) for
installation and cold commissioning and ten (10) consecutive days (7-day week)
for hot commissioning. Services beyond those listed above will be considered
"Extra Work".
Proposal includes one (1) Commissioning Engineer for HMI commissioning for 6
days (6-day week) for cold commissioning and ten (10) consecutive days (7-day
week) for hot commissioning. Services beyond those listed above will be
considered "Extra Work".
[Note: GE will supply all cables, wiring & fiber optics material as appropriate. GE
will provide a technician and tools for terminations of fiber optic cabling. PREPA
will supply electrical man power to perform the related wiring under GE's
supervision. Dedicated electrical support must be available on a daily basis to
support the installation and Commissioning schedule.]
GE is including one full week of two shift work for Blue Line installation as
requested by PREPA
TS-M08-16
Page 8 of 16
2.10 HMIs for Unit 1 and Unit 2

• Supply and install one (1) HMI for Unit 1 with touchscreen monitor, to be located
in the Operator's electrical switchboard panel, including the following:
• Intel® Core™ i3 / i5 / \1 Processors (LGA1155) Processor, 8 GB RAM, 2 x 500
GN HDD RAID1, WIN7 64 bits.
• 20" rack-mount monitor with resistive touchscreen, USB interface.
• USB keyboard and mouse.
• iFix iCIient, Developer software
• Supply and install one (1) HMI for Unit 2 with 20" touchscreen monitor, to be
located in the Operator's electrical switchboard panel, including the following:
• Intel® Core™ i3 / i5 / i7 Processors (LGA1155) Processor, 8 GB RAM, 2 x
500 GN HDD RAID1, WIN7 64 bits.
• 20" rack-mount monitor with resistive touchscreen, USB interface.
• USB keyboard and mouse.
• Proposal includes one (1) HMI Commissioning Engineer for up to 7 days.
Services beyond those listed above will be considered "Extra Work".
• PREPA will supply electrical man powering to perform the related wiring under
GE's supervision.
• GE to supply all cabling, wiring materials as appropriate.
[NOTE: HMI SCREENS WILL BE CUSTOMIZED TO CLEARLY IDENTIFY BETWEEN
UNIT # 1 AND # 2 ]
2.11 Equipment Supplied by GE

• Hand tools as necessary for completion of the Steam Turbine and Generator
Scope of Work, which will be under the care of GE's Tool Room Attendant.
• Portable Machine Shop equipped with lathe, milling machine, grinding machine,
consumables, available fluids for miscellaneous small jobs.
• TFA and Supervision office facilities complete with all documents in a secure
organized file. Copier on hand, available for use.
• Site Management business office, which includes vendor records, employment
records, and safety and MSDS information. Copier and fax are on hand available
for use.
• Storage containers for temporary security of customer spare parts and GE
consumables.
2.12 Generator
[NOTE: All Craft Labor for the generator work scope described is furnished by PREPA
except as noted.]
2.12.1 Perform DIRIS Package #2a (Flow Measurements on Stator Hollow Conductors)
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Page 9 of 16
2.12.2 Bushing Box

• PREPA erect scaffold, acquire the entry permit, remove cover and inspect/clean
bushing box
2.12.3 H Seal Rings:

2
• Replacement of H2 seal rings (2) utilizing spares from PREPA warehouse, if

required
2.12.4 Air Oil Coolers (2) and Filter:

• PREPA to Inspect and clean air oil coolers and filter
2.12.5 Air Oil Pumps (3):

• PREPA to disassembly/inspect/repair the three air oil pumps
2.13 Generator Assembly

[NOTE: All Craft Labor for the generator reassembly scope described is furnished by
PREPA]
• Pre-install lower half gas guide ring DE and NDE
• Pre-install lower seal oil casing DE and NDE
• Install H seal oil ring DE and NDE
2
• Install upper half seal oil casing DE and NDE

• Align seal oil casing DE and NDE
• Install seal oil baffles DE and NDE
• Install U/H bearing insulating rings DE and NDE
• Install gas guide rings DE and NDE
• Install supports between diffusers and gas guide rings DE and NDE
• Install bearing stop blocks
• Close DE and NDE manhole & bushing box cover
• Install DE and NDE bearing oil baffles
• Perform generator leakage test (filling and purging by PREPA Operations)
• Install dog house
B. General Notes
1. Disposal of used materials shall be performed by the Contractor with previous

coordination with the Plant personnel. PREPA shall supply the required
containers
2. Resulting metal scrap material shall be placed by the Contractor in a container as

per PREPA instructions.
TS-M08-16
Page 10 of 16
,3. The Contractor shall also furnish all accessories, services and appurtenances as
called for on the specifications or which he deems necessary to make a complete
and well-integrated installation within the scope of this specification.
ARTICLE 3. To be Furnished by Contractor
A. All supervision, job administration and superintendence personnel required, as

requested by PREPA.
B. All necessary tools and equipment to perform the work.
C. All materials and spare parts purchased by the Contractor at PREPA's request.
D. Field office facilities for Contractor's personnel.

E. The Contractor shall provide sanitary and first aid facilities for his personnel.
These arrangements shall be coordinated with and approved by PREPA's
Project Manager.
F. Safety equipment, such as helmets, welders jackets, goggles, gloves, etc.
G. Adequate and proper identification of Contractor's personnel.
H. Adequate field facilities and vigilance to keep safe all materials, tools, equipment and
spares.
K. All other resources or activities needed for performing the job, not furnished by PREPA,
according to the Scope of Work.
L. Fabrication and delivery of parts that were broken in such a way that repair is impossible,
and of which there are no replacement spare parts, as applicable.
M. Materials, components and hardware for electrical and controls installations,

as applicable.
N. Includes the following personnel:

• A Technical Field Advisor (TFA) at Aguirre Plant site for the guidance by GE
for the uploaded by PREPA of the refurbished HP and IP rotors / inner casings
• One (1) Mechanical Commissioning Engineer for S90 system electro hydraulic
equipment (up to ten (10) consecutive days field engineering and system
requirement coordination work - prior to mobilization)
• One (1) Electrical Commissioning Engineer for the BlueLine (S90) installation
cold commissioning for twenty-two (22) days (6-day week) and ten (10)
consecutive days (7-day week) for hot commissioning.
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• One (1) Commissioning Engineer for the HMI commissioning 8 days (6-day
week)
• One (1) Generator Commissioning Engineer for ten (10) consecutive days for
cold commissioning and ten (10) consecutive days for hot commissioning
• A Balance Engineer for a period of up to ten (10) days on site for continuous
hot commissioning / balancing services (with the appropriate vibration
monitoring equipment
ARTICLE 4. To be furnished by PREPA
A. Water and electric power 120 and 220 volts single phase facilities
B. Local workers (craft labor) and supervisors for local inspection and management of
project. Staff electricians for the installation of the S90, BlueLine systems, tools and
construction work.
C. Monitoring and removal/disposal of all hazardous materials such as asbestos bearing

materials, lead carbonates, epoxies, paint, etc.
D. Parking facilities, if available.
E. All special OEM tools delivered with the equipment available in good working condition.
F. An acceptable manufactured scaffold components and craft labor trained to erect such
scaffold to support the Turbine Generator work scope
G. The overhead crane (certified in writing, maintained and in good working order.
ARTICLE 5. Additional Definitions
Owner or "PREPA"
GPO Box 364267
Any reference in any document, drawing or part of this Specification to the "Puerto Rico
Water Resources Authority" shall be construed to be "Puerto Rico Electric Power
Authority.
ARTICLE 6. Commencement, Prosecution and Completion
The Contractor shall start his work at the time indicated in PREPA'S General Mobilization Letter
and shall at all times during the continuance of the contract, prosecute the work with such force
and equipment as, in the judgment of the Engineer, are necessary to complete it within the time
TS-M08-16
Page 12 of 16
specified in Article 4, Commencement and Completion of Work of the Contract, as described in

ALSTOM's Proposal 1093015 Revision 4, dated July 22,2016. The Contractor's work program
and operation shall be subject at all times to the approval of the Engineer,
ARTICLE 7. Transportation and Storage of Materials and/or Equipment (if applicable)
A. The Contractor shall be responsible for picking up and loading the materials and/or
equipment from the delivery point and for transporting, unloading, uncaging, and
handling the same at the site. The Contractor shall unload all materials and/or
equipment within forty-eight (48) hours after arrival at the site. The salvage materials,
dunnage, and scrap resulting from such work shall be disposed of by the Contractor as
prescribed in Article 35, Cleaning Up of the Contract, unless otherwise directed by the
Engineer. In the event the re-handling or relocating of materials will be deemed
necessary by the Engineer, and in the best interest of the job as a whole, the Contractor
shall, under the direction of the Engineer, do such re-handling at no extra charge.
B. The Contractor shall provide, for all equipment and material, suitable warehouse or other
means of protection including weather protection and proper maintenance, satisfactory to
the Engineer. Equipment subject to moisture contamination shall be kept dry with
adequate heating elements by the Contractor at his own cost, in a manner satisfactory to
the Engineer. The Contractor must provide inside protected storage space as the work,
materials and equipment may require.
C. The Contractor shall protect and be responsible for all equipment supplied by PREPA
against damage, theft or misuse. No equipment or material supplied by PREPA shall be
placed directly on the ground, but on sleepers or structures so as to provide proper
protection against the elements and the corrosive soil conditions.
ARTICLE 8. Shipment (if applicable)
A. Prior to shipment, as applicable, the Contractor shall submit the following:
1. Six (6) sets of certified test data to the Engineer.
2. Fifteen (15) complete sets of instructions, to the Engineer, covering the

installation, operation, care, and maintenance of, and directions for ordering
spare parts for the equipment. These instructions shall show the cross sections
of the various components of the equipment, furnished, with parts labeled or
numbered so as to facilitate the ordering of renewal or replacement parts.
3. Three (3) sets to the Head, Materials and Management Division and one (1) set
to the Engineer of the following:
a) Shipping notices.
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b) Packing list for each separate package to be shipped, showing apparatus

reference markings, package weight and dimensions.
4. Two (2) copies of application for shipping instructions (one to the Head, Materials
Management Division and one the Engineer).
B. With shipment, the Contractor shall include a packing list with each package, which shall
be plainly marked A Packing List Enclosed.
ARTICLE 9. Existing Facilities Protection
A. The Contractor's operations shall be carried out with extreme care at all times to avoid
damages to structures and facilities and interference with units in operation at the site.
The Contractor shall be responsible for any interference with the operation that are
attributable to his negligence or fault in the performance of the work.
B. The Contractor shall protect to the satisfaction of the Engineer all existing site structures
and equipment from damage. Any damage to these structures or equipment shall be
immediately repaired by the Contractor at his own expense.
ARTICLE 10. Subcontracts
It shall be the Contractor's responsibility to supervise the work of his subcontractors at all times.
For additional information refer to instructions for bidders.
ARTICLE 11. Billings by the Contractor
A. All billings by the Contractor must meet PREPA's Engineer approval prior to invoices
processing for payment.
B. All billings must be accompanied by the proper supporting papers, each showing
PREPA's authorized representatives acceptance.
C. Vendor's and subcontractors' invoices and subcontractors' and contractors' time sheets
must show PREPA's Project Manager Approval and must be submitted in original form.
D. Payment shall be submitted in triplicate, and are payable within sixty (60) days after been
officially received and approval by the Engineer.
ARTICLE 12. Changes
All changes or deviations from plans and specifications whether or not they result in a cost
change shall be approved by the Engineer prior to proceeding with change.
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Page 14 of 16
ARTICLE 13. Working Hours
A. All installation work shall be carried out on a continuous schedule following the
commencement date specified by PREPA, based on the shifts required to comply with
the working schedule. The Contractor shall notify the Engineer with a twenty four (24)
hours previous notice when he intends to perform any work in day or hour when he
normally does not operate. No work shall be performed without approved inspection at
any time. Any work performed without approved inspection will not be subject to
compensation by PREPA.
B. The Contractor shall submit his proposed working hours for PREPA'S approval.
ARTICLE 14. Use of Site
No materials or debris may be burned on the premises unless specific permission is obtained.
ARTICLE 15. Progress Reports
A. The Contractor shall furnish to the Engineer a summary report of the work done by the
different divisions of the work under the contract, whether in the mills or shops or in the
field, stating the existing status, rate of progress, estimated time of completion and cause
of delays, if any. Monthly reports shall be submitted.
B. The Contractor shall also furnish to the Engineer a detailed weekly force report covering
all craft, labor and supervision of the Contractor, and each of his subcontractors with a
general description of the work performed by each craft, indicating man hours spent in
the various phases of the work.
C. The Contractor shall submit to the Engineer his purchase order numbers, dates,
description of the materials involved and the delivery dates specified. Such information
is to be submitted at monthly intervals so that the Engineer will be cognizant of the
current progress being made by the Contractor in the placing of orders.
D. The Contractor shall be solely responsible for expediting the delivery of all material and
equipment to be furnished by him so that construction progress shall be maintained
according to the schedule in force.
E. During the course of the work, the Contractor shall confer at least on a regular weekly
scheduled basis with the Engineer and superintendents for the purpose of formulating
the detailed work in accordance with the schedules.
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Page 15 of 16
ARTICLE 16. Overtime
When and if overtime is ordered by the Engineer, the Contractor shall be reimbursed for such
authorized overtime only on the basis of the increase in the hourly rate of labor over the straight
time rate during such overtime, plus actual insurance and payroll taxes for the overtime period.
No overhead of profit will be allowed on such overtime. No reimbursement will be made for
overtime payment to persons engaged in the work higher than foreman. No reimbursement
shall be made to the Contractor for overtime payment if ordered because of failure to meet
contract commitments.
ARTICLE 17. Engineer's Supervision and Inspection
The Engineer's supervision and inspection isforthe purpose of assuring himselfthat the work is
being properly executed in accordance with the drawings and specifications.
The Project Manager shall be instructed to give the Contractor assistance in interpreting the
work as intended by the Contract documents.
ARTICLE 18. Testing
A. Upon completion of the installation, or at such time as designated by the Engineer, all
equipment and systems shall be field tested by the Contractor at his own expense. Such
tests shall be witnessed by the Engineer and shall be subject to his approval. The
Contractor shall furnish the necessary labor, field supervision, test instruments, material
and test connections required for checking, setting, adjusting and testing the installation.
B. The Contractor shall maintain records of all tests performed and shall submit the records
to the Engineer prior to energizing or running the equipment.
C. All installation deficiencies discovered during the tests shall be corrected as directed by
the Engineer at the Contractor's expense.
ARTICLE 19. Check List
A. A check list of all items in the work schedule must be prepared by the Contractor.
B. The Engineer must approve all items finished through his signature at the right side of
such items in the check list.
ARTICLE 20. Schedule of Proposed Progress
A. The Contractor shall submit within the time called for in the bid documents, his detailed
schedule of Proposed Progress which shall be updated at least once a month.
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B. The Contractor's Construction Progress Schedule shall meet the approval of the
Engineer.
ARTICLE 21. Time Extensions
The Contractor shall apply for time extensions for construction changes, unforeseeable causes,
changed conditions, etc., as indicated throughout the Specification only if the schedule of
proposed progress is affected. Under no circumstances shall the Contracting Officer consider
applications for extra time if the master schedule is not clearly affected.
ARTICLE 22. Copies Furnished
The Contractor will be furnished free of charge with two (2) sets of specifications and
five (5) sets of drawings, as applicable. Additional sets as requested will be furnished at actual
cost of reproduction.
ARTICLE 23. Payment
A. This Contract is a lump sum price contract and the milestone price quoted in the
Proposal shall constitute full compensation for designing, furnishing, installing and start-
up, and/or all supplies, labor, tools, construction equipment, other accessories, cost of all
insurance, profit, Contractor's overhead and all other work satisfactorily in accordance
with this Specification.
B. During the life of the Contract, invoices for partial payments shall be made based on
milestone establish in the Contract for the services rendered and work performed.
C. The breakdown as per Article 3 of the Terms and Conditions Agreement, Terms of
Payment to Contractor, will be used for determining the amount of the partial payments.
GE P o w e r
Major Outage-HP/IP Inner

Block, MCV Installation,
Generator Close, S90 / Blue
Line / Installation-
Commissioning Fall 2016
Site: AGUIRRE UNIT 2
Alstom Caribe Inc.

Proposal: 1093015 Rev 4
7/22/2016
Firm Proposal: 1093015 Rev 4
July 22, 2016
Proprietary Statement
This entire commercial and technical proposal 1093015 Rev 4 and the correspondence and
communications concerning this proposal, collectively the "Proposal", developed by, a wholly o w n e d
subsidiary of the General Electric Company and a GE Power Services business, (hereafter referred to
as "GE") and provided to PUERTO RICO ELECTRIC POWER AUTHORITY (hereafter referred to as "PREPA")
are the property of GE.
This proposal document is proprietary t o GE and is furnished in confidence solely for use in considering
the merits of the proposal by PUERTO RICO ELECTRIC POWER AUTHORITY and for no other direct or
indirect use. By accepting this document f r o m GE, the recipient agrees:
• To use this document, and the information it contains, exclusively for the above stated purpose
and to avoid use of the information for performance of the proposed work by the recipient or
disclosure of the information to, and use by, competitors of GE on behalf of the recipient.
• To avoid publication or other unrestricted disclosure of this d o c u m e n t or the information it
contains.
• To make no copies of any part thereof w i t h o u t the prior written permission of GE.
• To return this d o c u m e n t when it is no longer needed for the purpose for which furnished, or upon
request of GE.
PREPA AGUIRRE 2 GE Proprietary Information Page 2 of 29

Proposal 1093015 Rev 4. 7/22/16
Power Services
Our Vision
GE Power Services, a business unit of GE Power, is the foremost supplier of services in the energy
industry. We are committed t o meeting the present and future services needs of energy companies.
As w e develop new products and service technologies we continue to drive Six Sigma quality into all
our processes. We continually acquire new skills to expand our offerings and are becoming more
flexible, innovative, and customer focused.
Who We Are
GE Power Services is a market-focused, customer-driven organization providing maintenance,
engineered uprates, outage services and repairs of power systems worldwide. Superior customer
service is at the heart of our business. GE Power Services' customers generate and use power in highly
engineered processes, thus reliability and productivity are paramount.
We offer our customers world-class engineering services, backed by over 100 years of experience. Our
experienced field engineers are highly motivated and dedicated professionals. They provide
customers with superior technical innovation, problem solving, and sound project management, and
are backed by a highly skilled t e a m of service managers and technical support engineers. Our Field
Engineering expertise is available 24 hours a day, 365 days a year.
Throughout GE Power Services, the climate for technical innovation has never been more exciting or
demanding. Technical excellence through engineering has been the driving force behind GE's 100-year
record of success. Thomas Edison, the founder of General Electric, left a legacy of entrepreneurship
and inventiveness t h a t is embodied in the specialized training programs our engineers and field
engineers undergo. The result of these training programs is the ability for GE Power Services to provide
its customers with the "best and brightest" engineering team available. All of our Field Engineers are
equipped with lap top computers t h a t allow access to our product service d e p a r t m e n t and personnel.
Our value t o you as a service organization is measured by our ability to control outage extensions,
minimize emergency work, and avoid w o r k scope omissions.

Proposal 1093015 Rev 4. 7/22/16
Executive Summary
To: Ramon 0 Caldas Pagan, Proposal: 1093015 Rev 4
MBA, Chief, Supply Chain
Division Serial No: SY0016383
PO Box 364267 Date: 7/20/2016

San Juan, Puerto Rico
00936
Telephone: (787) 5 2 1 - 3268 Offering Type: "Fixed Price'
Email: r-caldas-dsad@aeepr.com
Dear Mr. Caldas,
In response to your Request for q revised Proposal working 2 shifts, GE is pleased t o submit this
proposal to perform the HP / IP Inner Block, MCV Installation, Generator Close, S90 / BlueLine
installation and commissioning on Unit # 2 in the fall of 2016. Our proposal is based on the Request for
this Fixed Price scope of work presented and discussed during the April 14,2016 meeting at the Aguirre
Steam Plant between PREPA and GE.
This entire commercial and technical proposal 1093015 Rev 4 and the correspondence and
communications concerning this proposal, collectively the "Proposal", developed by Alstom Caribe Inc.,
a wholly owned subsidiary of the General Electric Company and a GE Power Services business,
(hereafter referred to as "GE") and provided to PREPA are the property of GE.
This proposal will remain valid through August 22,2016 and may be modified or w i t h d r a w n by GE prior
t o receipt of PUERTO RICO ELECTRIC POWER AUTHORITY acceptance.
GE appreciates the opportunity to provide you with this proposal t o support your operations and is
willing t o meet and discuss the content of this proposal at your convenience. If you have any questions,
please contact me at.
Sincerely,
Peter Gebs
Senior Sales Manager Customer Service Manager
(787) 999-6410 (804) 763-2124
Orlando.Soto@ge.com Peter.Gebs@ge.com

Proposal 1093015 Rev 4. 7/22/16
Section 1 - Scope of Supply
GE will furnish off site project m a n a g e m e n t and scheduling services, on site outage m a n a g e m e n t and
administrative services, technical direction, supervision, specialty subcontractors, locally hired support
staff, tools, consumables and supplies to perform the work listed below:
1.1 IP Inner Block Inspections (Removed from Unit # 2)
• Transport IP Inner Block transportation skid t o the Aguirre Power Station

• Transport IP Inner Block to the Alstom Power Inc. Shop in Richmond, VA
• Receive IP inner block
• Remove transportation fixtures and coatings
• Perform incoming inspections
• Remove heat shields
• Loosen horizontal casing flange bolting and remove upper half of casing
• Remove rotor f r o m inner casing lower half
• Perform visual inspection of disassembled parts
• Perform detailed inspection of rotor and casing
• Perform incoming run-out inspection of rotor
• Blast clean rotor
• MT rotor
• Blast clean casing
• MT casing
• Perform distortion checks of casing
IP Gland Seal Casing (2)
• Receive IP gland seal casings

• Disassemble gland casings
• Visual Inspection of disassembled parts
• Blast clean casings
• MT casings
• Perform distortion checks
• Provide incoming inspection report and recommendations for repair/refurbishment
• Inventory arid lay out parts for customer inspection

Proposal 1093015 Rev 4. 7/22/16
1.2 HP Turbine
NOTE: ALL CRAFT LABOR FOR THE HIGH PRESSURE TURBINE SCOPE DESCRIBED IS FURNISHED
BY PREPA.
Remove and repair outer casing indication as follows:
• Perform contact check of steam joint.

• Install the factory refurbished HP rotor and inner block as a drop-in assembly.
• Lift HP rotor/inner block and install positioning shims as required. Install refurbished gland
casings at both ends of the HP turbine. Align and fit the refurbished gland casings relative to
the rotor position.
• Install the HP upper half outer casing. Tension the cylinder bolts.
• Perform final coupling parallelism checks. Correct as required. Install and tension coupling
bolts.
• Reinstall the t w o upper live steam inlet pipes. Align and tension special pipe unions a n d the
flange connections at the casing. PREPA will machine the surfaces to correct the sealing.
• Restore the front standard. Install new O-ring seals purchased separately by PREPA and made
available to GE. Restore bearings # 1 and # 2 . Reinstall the turning gear motor. (Electrical
support will be provided by PREPA)
• Reinstall and perform a run-out adjustment of the over speed trip device (mechanical over
speed trip device "bolts" will be blocked).
• Inspection, alignment and correction of the thrust bearing.
1.3 IP Turbine
NOTE: ALL CRAFT LABOR FOR THE INTERMEDIATE PRESSURE TURBINE SCOPE
DESCRIBED IS FURNISHED BY PREPA
• Clean and inspect the interior of the open lower half outer casing. Clean inspect a n d install
(adjust and pin) the piston rings.
• Install refurbished gland casings at both ends of the IP turbine. Align and fit the refurbished
gland casings relative t o the rotor position.
• Install the factory refurbished IP rotor and casing as a drop-in assembly.
• Lift IP rotor/inner block and install positioning shims as required.
• Loosen measure and realign the lower extraction piping as required.
• Install upper outer IP casing. Tension the hydraulic style outer casing horizontal joint bolts. ITH
tensioning equipment presently in PREPA's possession is required for this step.
• Perform final coupling parallelism checks, install and tension coupling bolts.
• Install bearing #3 upper half. Close bearing pedestals and install coupling guards.
PREPA AGUIRRE 2 GE Proprietary Information Page 6 of 29 ^

Proposal 1093015 Rev A. 7/22/16
\
• Reconnect the t w o (2) upper steam inlet flange connections, align and correctly tension the
flange bolts hydraulically.
• Reinstall and reconnect the crossover pipes between the IP casing and LP Turbines 1 and 2.
• Replace turbine enclosure sections t h a t were removed for the purpose of the work scope.
1.4 Main Control Valve Re-Assembly (4)
• Install all 4 PREPA furnished MCV insert assemblies

• Install all 4 PREPA furnished MCV Actuators
1.5 Electro Hydraulic Control System Flush
GE will assist PREPA with the EHC System Flush (supply flushing jumpers; assist in set up of the flushing
configuration and reconfiguration).
PREPA and its Flushing Contractor is responsible to follow the below procedure and perform t h e listed
tasks accordingly at no charge to GE.
• Drain all vessels and low points in the system

• Open and mechanically clean all mechanical components, i.e. Coolers, Filters, Critical Valves
and Servos, etc.
• Hydrolyze (water blast) all supply and return lines to white metal surface with inhibited water
t h a t allows 48 hours delay prior t o lube oil re-coating before flash rusting. Sodium Nitrite or
similar inhibitor in the water has been and is now being used in turbine lube oil piping for
Hydrolyzing purposes. The Hydrolyzing Contractor should make this call and guarantee the
result
• Steam clean the Control Oil Reservoir and mechanically dry.
• Reassemble the supply and drain system piping and prepare the vessels for flushing as is now
done with our flushing configuration with the Phosphate Esther Fluid.
• Fill Control Oil Reservoir with Lube Oil and perform an Ultra High Velocity Flush procedure to
remove all solid and aqueous contaminants left in the system by the Hydrolyzing Procedure,
while filling and coating the piping internals and vessels with lube oil.
• Complete the Control Oil System assembly for normal operation.
• Drain, hand clean and fill the Control Oil Reservoir with new Lube Oil.
• Perform an On-Board Pump circulation and verify through laboratory analysis t h a t the lube
oil and Control Oil System is acceptable for operation.
• Procedure is complete.
Note: This flushing procedure to be performed after the turbine rack piping is modified.
• GE personnel will set up various blanks, j u m p e r assemblies, temporary drains etc. as required
for flushing the newly modified control oil system.
• GE personnel will assist (mechanical work only) in staging and making ready t h e flush
contractor equipment prior to control oil flush, and assist in the break d o w n a f t e r w a r d .

Proposal 1093015 Rev 4. 7/22/16
• GE personnel will not enter confined spaces and do any internal vessel cleaning.
1.6 Bearing Inspection
NOTE: CRAFT LABOR FOR THE BEARING INSPECTION is furnished by PREPA
• Install bearings and close pedestals.

• Check coupling alignment on coupling # 1 (HP-IP), # 2 (IP-LP1). Correct as required - correction
limited to the tolerance within the allowable bearing movement.
1.7 Lube Oil Flush
NOTE: CRAFT LABOR REQUIRED FOR THE TURBINE LUBE OIL SYSTEM FLUSHING
DESCRIBED IS FURNISHED BY PREPA EXCEPT WHERE NOTED.
• Perform a lube oil flush at bearing pedestals 1 t h r o u g h 7 (via jumpers connecting oil supply
and oil drain pipes before the pedestals) by using the auxiliary lube oil pump. GE will provide
all technical direction and supervision to correctly set up the pedestals, stand by and monitor
the system for leaks, and correctly restore the system after completion of the flush. GE piping
specialists will perform hands on work with assistance f r o m PREPA craft as needed to
accomplish the lube oil system flushing.
• This oil flush will be performed using the existing provisions at Aguirre, including installed oil
equipment.
• PREPA will provide the temporary pedestal lube oil j u m p e r hoses, which are presently available
at Aguirre, in PREPA's possession, and GE will inspect and repair, as required.
• After the flush, GE will supervise the cleaning and return the pedestal jumpers to PREPA's tool
room.
• PREPA will arrange for the analysis of oil samples periodically during flushing as normally
practiced at Aguirre Steam Plant.
• Support to perform the flush (i.e. coordinator f r o m plant operations, equipment operators, oil,
portable holding tanks, etc.) to be provided by PREPA.
• PREPA's Flushing Contractor will specify details for the main oil flush.
1.8 S90 Hydraulic System Installations and Commissioning
• Remove old components, piping and tubing as outlined in Technical Instruction

UICD01820C3390; the latest revision is attached to email. Essentially, all inter-connections
between the mineral oil lubricating / safety system and EHC fluid systems will be removed. The
new safety system will be an S90 based system t h a t will convert electronic signals f r o m the
electronic protection to hydraulic actuation in the control fluid system.
• The above includes removing many components f r o m the control rack, one of the mineral oil
pumps and filters on the lube oil tank, and all of the oil related safety components f r o m the
front standard (bearing pedestal #1.) As well, the associated oil piping/tubing t h a t is no longer
necessary will be removed. In some cases, new steel mounting bases, with machined surfaces

Proposal 1093015 Rev 4. 7/22/16
will be specified by GE, and fabricated in the Aguirre machine shop to accommodate mounting
of new hydraulic devices at the control oil rack.
• Remove and replace the following hydraulic components with new in kind supplied by PREPA:
Safety Relay, Relay to Vacuum Breaker, Pressure Relieve Valve D 100889R0005, Discharge
Amplifier, 2-Way Valve, Pressure Relieve Valve D 100893R005, Pressure Relieve Valve R
001359R0003.
• Install S90 trip block w i t h o u t sequence valve (TBOS90.)
• Install new test valve in the hydraulic safety system.
• Install new drain amplifier block in the hydraulic safety system.
• Install three new safety pressure transmitters.
• Install three new lube oil pressure transmitters.
• Remove old overspeed trip device and mechanical governor gear wheel
• Install new stub shaft with speed wheel and new speed probe brackets
• Install t w o new condenser pressure transmitters (for a total of 6,3 for each LP turbine exhaust,
4 existing PTs will be utilized)
• All associated piping and tubing for the new system will be modified or new as appropriate.
• Testing, cold and hot commissioning of the new safety and hydraulic components to ensure
proper operation and system response.
• New Swagelok and Parker material required for this modification is included in GE's quote.
As practiced in the past at Aguirre, GE personnel will address all mechanical work related to the S90
hydraulic system work scope w i t h o u t assistance from UTIER craft.
1.9 Blueline® (S90) Installation and Commissioning
• Remove existing "Amerin" Cabinet

• Install and wire the new cabinet (S90 protection)
• Remove old unused cables
• Run wiring between the new S90 protection cabinet and the existing Turbotrol 6 cabinet
• Wire the new S90 trip block
• Wire the new pressure transmitters (x8)
• Install and wire one (1) new trip pushbuttons (at the turbine)
• Rewire the existing t w o (2) trip pushbuttons (turbine and boiler control room)
• Install and wire the new Engineering Station
• Install and wire t w o (2) new Operator Stations
• Replace (30+) P13 modules within the Turbotrol 6 cabinet with the BlueLine cards. Remove
some of the old P13 modules
• Technical direction for installation of new speed probes bracket and install, wire four (4) new
speed probes
• Install / LAN (Local Area Network)
• Install the 24V DC power distribution in the existing power supply cabinet, connecting the
power supply to the new BlueLine (S90) cabinet.
• Rewiring of the signals related to valve tests from the existing panel Insert to the new BlueLine
(S90) cabinet (new cables will be supplied from the cabinets to the stop valves).

Proposal 1093015 Rev 4. 7/22/16
• Technical direction for installation of the n e w j u n c t i o n box for test valve and trip block pressure
switch on the existing controls rack.
• Testing, cold and hot commissioning of the new components to ensure proper operation and
system response.
• Remove the existing Turbotrol 6 panel insert.
• Wire additional w i n d o w s on the existing annunciators
• BlueLine software to be modified in order to include the Boiler's Block Valve's Re-Heat System
and Re-Heat Steam Flow.
• Inventory of all parts is included; i.e. measure all distances for cabling, electrohydraulic
components, electrical & instrumentation (such as electronic boards, processors etc.)
• Proposal includes one (1) Commissioning Engineer for BlueLine (S90); i.e. installation and
commissioning for t w e n t y - t w o (22) days (6-day week) for installation and cold commissioning
and ten (10) consecutive days (7-day week) for hot commissioning. Services beyond those listed
above will be considered "Extra Work".
• Proposal includes one (1) Commissioning Engineer for HMI commissioning for 6 days (6-day
week) for cold commissioning and ten (10) consecutive days (7-day week) for hot
commissioning. Services beyond those listed above will be considered "Extra Work".
Note: GE will supply all cables, wiring & fiber optics material as appropriate.
GE will provide a technician and tools for terminations of fiber optic cabling.
PREPA will supply electrical man power to perform the related wiring under GE's supervision.
Dedicated electrical support must be available on a daily basis to support the installation and
Commissioning schedule.
• . GE is including one full week of 2 shift work for Blue Line installation as requested by PREPA
1.10 HMIsfor Unit l a n d Unit2
• Supply and install one (1) HMI for Unit 1 with touchscreen monitor, to be located in the
Operator's electrical switchboard panel, including the following:
• Intel® Core™ i3 / i5 / i7 Processors (LGA1155) Processor, 8 GB RAM, 2 x 500 GN HDD RAID1

WIN7 64 bits
• 20" rack-mount monitor with resistive touchscreen, USB interface
• USB keyboard and mouse
• Supply and install one (1) HMI for Unit 2 with 20" touchscreen monitor, to be located in the
Operator's electrical switchboard panel/including the following:
• Intel® Core™ i3 / i5 / i7 Processors (LGA1155) Processor, 8 GB RAM, 2 x 500 GN HDD RAID1
WIN7 64 bits
• 20" rack-mount monitor with resistive touchscreen, USB interface
• USB keyboard and mouse

Proposal 1093015 Rev4. 7/22/16
• Proposal includes one (1) HMI Commissioning Engineer for up to 7 days. Services beyond those
listed above will be considered "Extra Work".
• PREPA will supply electrical m a n powering to perform the related wiring under GE's supervision.
• GE to supply all cabling, wiring materials as appropriate.
NOTE: HMI SCREENS WILL BE CUSTOMIZED TO CLEARLY IDENTIFY BETWEEN UNIT # 1 AND # 2
1.11 Equipment Supplied by GE
• Hand tools as necessary for completion of the Steam Turbine and Generator Scope of Work, which
will be under the care of GE's Tool Room Attendant.
• Portable Machine Shop equipped with lathe, milling machine, grinding machine, consumables,
available fluids available for miscellaneous small jobs.
• TFA and Supervision office facilities complete with all documents in a secure organized file. Copier
on hand, available for use.
• Site Management business office, which includes vendor records, e m p l o y m e n t records, and safety
and MSDS information. Copier and fax are on hand available for use.
• Storage containers for temporary security of customer spare parts and GE consumables.
1.12 Generator
NOTE: All Craft Labor for the generator work scope described is furnished by PREPA except as noted.
1.12.1 Perform DIRIS Package #2a (Flow Measurements on Stator Hollow Conductors):
1.12.2 Bushing Box
• PREPA erect scaffold, acquire the entry permit, remove cover and inspect/clean bushing box
1.12.3 H2 Seal Rings:
• Replacement of H2 seal rings (2) utilizing spares f r o m PREPA warehouse, if required
1.12.4 Air Oil Coolers (2) and Filter:
• PREPA to Inspect and clean air oil coolers and filter
1.12.5 Air Oil Pumps (3):
• PREPA to disassembly/inspect/repair the three air oil pumps
1.13 Generator Assembly
NOTE: All Craft Labor for the generator reassembly scope described is furnished by PREPA
PREPA AGUIRRE 2 GE Proprietary Information

Proposal 1093015 Rev 4. 7/22/16
• Pre-install lower half gas guide ring DE and NDE
• Pre-install lower seal oil casing DE and NDE
• Install H2 seal oil ring DE and NDE
• Install upper half seal oil casing DE and NDE
• Align seal oil casing DE and NDE
• Install seal oil baffles DE and NDE
• Install U/H bearing insulating rings DE and NDE
• Install gas guide rings DE and NDE
• Install supports between diffusers and gas guide rings DE and NDE
• Install bearing stop blocks
• Close DE and NDE manhole & bushing box cover
• Install DE and NDE bearing oil baffles
• Perform generator leakage test (filling and purging by PREPA Operations)
• Install dog house
Section 2 - Project Schedule
GE will furnish offsite project m a n a g e m e n t and scheduling services, on site outage m a n a g e m e n t

and administrative services, technical direction, supervision, specialty subcontractors, locally hired
support staff, tools, consumables and supplies.
After mobilization is finished, GE has scheduled an outage w i n d o w of 66 days until ready for turning
gear. In order to accomplish this, our proposal is based on a combination of one (1) shift, ten (10 hours
per shift, six day week, and as appropriate in key areas, t w o shifts x 10 hour days, seven day week. To
maintain the schedule, it is expected t h a t certain critical tasks will be worked seven (7) days per week.
th
PREPA m a n p o w e r for these 7 day activities will be kept to a minimum duration of the outage. PREPA
must be prepared to support GE's work schedule 7 days per week, 24 hours per day as required
maintaining the schedule.
7 Day x 2 shift plan:
• S90 Hydraulic System modification work

• Flushing Support
• BlueLine installation, and cold commissioning
• Final phase of steam turbine generator assembly
Cold commissioning (day-shift only) will start in parallel to reassembly/restoration of hydraulic system.

Proposal 1093015 Rev 4. 7/22/16
In order to support t h e ^ f d a y outage schedule, a three-week on site mobilization period, preceding is
needed and planned for. PREPA's Letter of Mobilization must be received by GE upon contract
signature.
Preceding the commencement of work, a field engineering visit to Aguirre must be authorized /
th
acknowledged. This on site meeting needs to be scheduled for August 15 through 19 . This is very
urgent, as there needs to be time allowed for GE to procure installation materials having long lead
times.
SCOPE / GOALS OF AUGUST ENGINEERING VISIT

• Establish the routing for new conduits and cabling and wall penetrations as required for Blue
Line installation.
• Inventory hardware remaining on site f r o m the previous Unit 1 Blue Line installation.
• Create a work list for PREPA so conduits can be installed pre outage.
• Establish the exact scope of demolition for existing hydraulic system components
• Create drawings for various new hydraulic device base plates t h a t can be pre-fabricated by
PREPA pre outage.
• Meeting with Customer personnel t o discuss all aspects of the upcoming work.
• Meet with PREPA and its designated flushing expert to determine measures t h a t need to be
planned for high velocity flushes of hydraulic system, main lube oil system and seal oil system.
The availability of GE personnel, resources, facilities, equipment, and stock items are subject t o prior
sale.
• Pre-Mobilization / start date presently set for Monday August 1, 2016.
• Mobilization Activities / start date presently set for Monday August 29, 2016.
*) Travel could be f r o m Richmond, VA or anywhere in the US or overseas depending on the availability

of the TFA (s) and commissioning engineers.
Section 3 - Proposal Basis

3.1 Assumptions and Clarifications
GE standards will be used for all manufacturing and repair operations, inspections and tests.
Spare Parts:
• Proposal does not include any parts other t h a n listed in this proposal. All parts required have been
quoted separately.
• All parts required to support this work scope shall be made available by PREPA at the Aguirre Steam
Plant twenty-one (21) days before the outage/installation start of Unit 2. GE staff will assist the
Authority's Engineer with proper inventory and identification of all renewal parts.
Proposal 1093015 Rev 4. 7/22/16
• PREPA will provide all spare parts. In an emergency situation GE will make every effort to support
the Authority to the extent possible by expediting parts.
Craft Labor:
• All local union craft labor shall be provided by PREPA. GE assumes no responsibility for the
productivity or quality of PREPA supplied local union craft labor. PREPA will assign t w o (2) Aguirre
experienced Craft Supervisors to work closely with GE at all times during the HP-, IP Inner Block,
MCV installation, generator closing, S90/BlueLine installation and commissioning.
• GE will conduct a safety meeting with its o w n staff, including the locally hired GE personnel the day
before the outage begins. PREPA will have an Engineer in attendance. Afterward, GE will have a
brief toolbox safety meeting, to be held daily during the turbine work contract. Locally hired GE
craft labor is limited to the roles of Pipefitter Assistant, Blue Line Electrical TFA's Assistant, Tool
Room Attendants, Driver and Helpers to be employed during flushing.
• GE TFAs will be allowed to personally take critical measurements, and may find it necessary to
perform certain hands on work. This is at the discretion of the responsible TFA in every case.
• GE's factory trained specialists, such as TFAs and Commissioning Engineers, and Laboratory
Technicians will be allowed to do hands on work and will be given assistance as required by PREPA
craftsmen.
• GE TFAs and Craft Supervisors will direct all heavy rigging related to turbine / generator work scope.
• GE's certified alloy welding / pipe bending specialists will perform hands on work as required.
• GE's turbine tool room will be staffed by experienced locally hired personnel. GE utilizes a sign out
tool tracking system. PREPA is asked to ensure t h a t their workers comply with this system.
» GE will require in plant vehicle parking at peak periods for up t o 14 persons. Parking requirements
for outside (parking lot at the top of the hill) for up to 6 persons.
» PREPA will provide access during working hours, including weekends to the warehouse facilities.
• PREPA will arrange strict nighttime and weekend security for the GE facilities as well as the work
areas.
OEM Tools:
• PREPA shall insure t h a t all special OEM tools delivered with the equipment are available and in
good working condition. PREPA will assign a responsible individual to locate and account for these
OEM tools in advance of GE's arrival on site. Special OEM Tools/Slings/Fixtures/Devices must be
recently inspected and certified as suitable for use within the current year
• PREPA will make OEM tools available to GE immediately upon request during the mobilization
period.
• GE will supervise the inspection, cleaning and steps t o make ready the OEM tools presently in
PREPA's possession, stored at Aguirre.
• During the pre-outage mobilization GE will organize it's on site office facilities, local vendors,
contractor tool room, inspect and make ready all GE HP-, IP inner block, bearings, S90-BlueLine
tooling.
• PREPA will provide acceptable manufactured scaffold components and craft labor trained to erect
such scaffold to support the Turbine Generator work scope. Scaffold erection may commence
before the outage, and GE's TFA will make recommendations regarding this, thus material must be
available during 2016, ahead of the outage date
• PREPA will insure t h a t the overhead crane is maintained, and in good working order. The readiness
of the crane will be certified in writing prior t o the outage. PREPA will ensure the crane is available
for use during the turbine work scope in accordance with the contract schedule.
Proposal 1093015 Rev 4. 7/22/16
• PREPA t o provide the sufficient staff of electricians dedicated solely for the installation of the S90
and Blue Line Systems
• In order to ensure effective communication and timely response to project needs, it is expected
t h a t PREPA will provide Plant Operations personnel and Aguirre based Craft Labor Supervisors for
assistance during the outage, so as to not delay the project. The Aguirre based craft Supervisors
will attend each day's work planning session before the start of work, and will remain involved with
the daily work as it progresses. PREPA and GE w o u l d each provide persons for interfacing, with
authority t o represent their companies during the t i m e GE is performing work.
• GE has included sufficient time for meetings with PREPA for schedule clarification, orientation, etc.
by GE TFAs or GE Site Project Manager after their arrival in Puerto Rico prior to the outage start. GE
and PREPA would follow normal Aguirre practices of attending one weekly progress meeting
during the performance of the work.
• Monitoring for and removal/disposal of all hazardous materials such as asbestos bearing
materials, lead carbonates, epoxies, paint, etc. is PREPA's responsibility. PREPA will grant GE an
extension of the "ready for turning gear" date, should an adverse impact to the schedule occur as
a result of delays caused by hazardous materials discovered.
• Removal of bolts, studs, pins, keys and other parts by burning, freezing, drilling, machining or by
other abnormal means may be necessary in order to maintain the schedule. In cases where
extraordinary methods are used, PREPA will provide the labor and specialty tooling as
recommended by GE's TFA. If GE is asked t o arrange specialists or unusual equipment for such a
task, it shall be considered "Extra Work" and T&M rates will apply. No extra work shall begin w i t h o u t
the expressed written direction of PREPA. The Authority shall furnish new hardware when
destructive removal is necessary.
• Removal and reinstallation of fire protection, including instrumentation, conduit and piping, will be
m a n a g e d by PREPA Operations and l&C Supervisors, utilizing PREPA craft labor as required to
support the schedule.
• Fire w a t c h or confined space attendants will be provided as required by PREPA.
• The refurbished HP and IP rotors / inner casings will be unloaded by PREPA with guidance by GE
TFA at the Aguirre Plant. The equipment will be placed in a location accessible by the station
maintenance crane.
• GE will support all pre-outage work required t o prepare the refurbished HP and IP inner block
components for installation
• Proposal includes the services of one (1) Mechanical Commissioning Engineer for S90 system
electro hydraulic equipment for up to ten (10) consecutive days' field engineering and system
requirements coordination work with PREPA to be done prior to mobilization.
• Also included is up to ten (10) consecutive days for mechanical cold commissioning / calibration of
the new hydraulic system followed immediately by ten (10) consecutive days for hot
commissioning. Services beyond those listed above will be considered "Extra Work".
• Proposal includes the services of one (1) Electrical Commissioning Engineer for the BlueLine (S90);
i.e. installation and commissioning for t w e n t y - t w o (22) days (7-day week) and (1) additional
Engineer for a (7) day week for installation and cold commissioning and ten (10) consecutive days
(7-day week) by (1) Engineer for hot commissioning. Services beyond those listed above will be
considered "Extra Work".
• Proposal includes the services of one (1) Commissioning Engineerforthe HMI commissioning for 8
days (6-day week). Services beyond those listed above will be considered "Extra Work".
• Proposal includes the services of one (1) Generator Commissioning Engineer for ten (10)
consecutive days for cold commissioning, followed immediately by ten (10) consecutive days for
hot commissioning. Services beyond those listed above will be considered "Extra Work".

Proposal 1093015 Rev 4. 7/22/16
• A Balancing Engineer is included for a period up to ten (10) days on site for continuous hot
commissioning / balancing services. Vibration monitoring equipment, appropriate for the task is
included in the price. Services beyond those listed above will be considered "Extra Work".
• GE will not proceed to perform any extra work w i t h o u t PREPA's written approval. A sample "Extra
Work Authorization" is attached. Billing for all extra work services will be according to GE published
rate sheets in effect at the time the work is performed on a T&M basis. Extra work may adversely
affect the outage duration.
• Rotating and stationary component repair not listed in the scope of work above is not included in
GE's price. GE can offer repairs as an option and, dependent on requirements, can either complete
the repair on site, or ship parts to one of GE's authorized workshops. Installation of new parts in
readily accessible areas is included in the work scope.
• Disposal of insulation and hazardous material as well as c o m m o n trash from the work area is the
responsibility of PREPA.
• All costs for delay or change of outage dates by PREPA after GE's receipt of notice to mobilize or
the mobilization is underway, shall be t o PREPA's account and PREPA agrees to reimburse such
costs as a contract change/extra work per current published GE rate sheets based on 8 hours per
day with expenses. Such compensation will be for weekdays, and expenses shall be for seven (7)
days including rental charges of equipment and tools.
• During periods t h a t GE is not allowed to perform services due to PREPA operational needs or due
to delays or acts of others not under GE's control, GE shall be compensated for stand-by time and
equipment rental charges. Stand-by charges shall be for a m a x i m u m of 8 hours per day Monday
through Friday and per diem for seven (7) days per week.
• If the schedule for completion of work slips in such a w a y t h a t holiday commissioning becomes
necessary; i.e. work beyond December 20, 2016 through January 7, 2017, will be provided on a T
& M basis.
• Proposal does not include any provisions for removing, correcting or performing the engineering
dispositions from incoming inspection reports regarding to the IP Inner Block shipped t o the GE-
Shop.
3.2 Responsibilities Matrix
PREPA responsibilities contained in this proposal will be provided at no cost to GE.
• Spare parts
• Unloading and loading of the rental equipment/instruments/tooling at site, transportation t o and
from the designated area respectively the loading area at site prior t o mobilization and
demobilization if required.
• Provide electric power to GE tool containers and machine shop container.
• Rig and relocate the GE machine shop container f r o m its present location by unit 2, to its alternate
location by unit 1.
• Insulation removal, disposal, replacement and re-installation
• Supply, installation and disassembly of scaffolding
• Provide office space, phone and e-mail accessibility, potable water, suitable break and restroom
for the GE TFAs, commissioning / balancing engineers and tool keeper.
• Electricians for wiring and installation as required under GE supervision.
• Assign a second generator PT (potential transformer) to measure and acquire generator terminal
voltage.

Proposal 1093015 Rev 4. 7/22/16
• Temporarily disconnect AC bus between excitation transformer and rectifier cabinets.
« Temporarily disconnect DC bus between rectifier cabinets and generator slip rings.
• Three-phase 480VAC, 50A service from an existing 480V plant-distribution into the excitation.
• Reconnect AC and DC bus to the excitation equipment.
• Craft labor for disassembly and reassembly of generator
• Mechanical section personnel to remove main oil coolers prior to the high velocity lube oil flush,
and re install afterward.
For division of responsibilities see Attachment 1, "Responsibilities Checklist".
3.3. PREPA Support to GE

• PREPA will provide all 0 & M rigging tooling and power plant crane and m a n p o w e r to load the
removed U n i t # 2 IP inner block onto the shipping/transportation skid and onto the truck trailer for
transportation t o the GE-Shop 1200 Willis Road Shop, Richmond, VA. Including the IP glands.
Electrical Support:
• PREPA will provide all electrical testing of any components as required. PREPA will provide such
routine electrical support as necessary to support mobilization, demobilization and illumination of
the work area.
• PREPA will remove, store and recalibrate existing instrumentation related to the steam turbine.
• GE will advise to its electrical support needs (to be provided by PREPA) in the schedule and will
make its best efforts to inform PREPA t w o (2) working days in advance of any required support.
Commissioning Support:
• PREPA will assign an Engineer/Operations Coordinator to interface with the GE Commissioning

Engineer during investigation; troubleshooting and unit start up.
• PREPA will make a suitable space available within the Unit 2 excitation equipment room for the
safe storage and use of CADA / BERAN 767 "Turbobalancer" equipment used to perform the
vibration survey.
3.4 Resources and Personnel
GE's approach is predicated upon a daily planning session involving GE TFAs and Supervisors, along
with the Aguirre based Craft Labor Supervisors furnished by PREPA.
This planning session is brief and precedes the start of work on each shift. When site ground rules are
established, the time of this session will be determined.
GE's proposal includes the following personnel: Technical Field Advisors, Commissioning Engineer, Site
Management, Administrative Personnel, Piping Supervisors - Advisors, skilled factory based personnel,
and any qualified Subcontractors.

Proposal 1093015 Rev 4. 7/22/16
Section 4 - Commercial
4.1 Pricing
GE is pleased to provide the works scope as indicated in the scope of supply and work under Section
1, scheduled outlined in Section 2, and with the Assumptions & Clarifications including the
Responsibilities described in the a t t a c h m e n t 1.
The price for the scope of supply and work as described above is $ 4,085,700.00 (Four Million,
Eighty-Five Thousand, Seven Hundred Dollars).
GE is responsible for local workman's compensation insurance policy coverage as required by the local
law.
Price is based and valid for work t o be performed prior to December 20, 2016 only.
GE's prices do not include any taxes whatsoever other t h a n e m p l o y m e n t taxes. Customer will pay all
sales, use, value added, excise, and other taxes, which may be levied or assessed in connection w i t h
this Agreement or GE's performance under the A g r e e m e n t To the extent GE is required to pay any
such toxes, Customer will reimburse GE promptly upon receipt of an invoice. If applicable, Customer
will also please provide GE with any exemption certificates, direct pay permits and/or other relevant
documents in sufficient t i m e to claim any tax exemption on this transaction.
4.2 Taxes
According to Article 10 - Taxes of Contract TS-M08-16
4.3 Insurance
GE shall provide the following insurance certificates for this project:
• General Liability of $2,000,000.00

• Automobile Liability of $1,000,000.00
• Workers Compensation and Employers Liability of $1,000,000.00
• Professional Liability of $2,000,000.00
4.4 Milestone Pgyments
GE's offer and pricing is based on the following progress payment schedule:
• 4 0 % -at contract signature and receipt of the mobilization letter; net 60 days upon receipt of
invoice by PREPA.
• 5 0 % - when Unit is ready for turning gear; net 60 days upon receipt of invoice by PREPA.
• 1 0 % - on issuing of outage and IP Inner Block inspection reports; net 60 days upon receipt of
invoice by PREPA.
Proposal 1093015 Rev 4. 7/22/16
Payment terms are net 60 days f r o m the date the invoice is received GE hereby reserves the right to
stop or terminate work if p a y m e n t is not received within 60 days of invoice date.
No retention will be withheld f r o m any milestone payments.
Notwithstanding anything to the contrary in this Proposal or any resultant purchase order thereto, GE
shall be entitled to assign any of its accounts receivable underthis Proposal or, any resultant purchase
order, to any third party w i t h o u t Purchaser's consent.
4.5 Payment and Performance Bond
A 2 0 % payment and performance bond is included in this proposal and price.
4.6 Extra Work Definition
Extra work is defined as "work which was not included in the defined Scope of Work" and "repair of
discrepancies, the existence of which are unknown until disassembly, cleaning and inspection were
completed." Extra work will be performed under GE's published rate schedules in effect at the time the
work is performed. GE will not proceed to perform any extra work w i t h o u t PREPA's written approval. A
sample "Extra Work Authorization" is attached.
4.7 Proposal Validity
This Proposal is valid until August 22,2016 for work t o be completed in the fall of 2016. After expiration
date, GE's pricing and schedule are conditioned on resource availability at the time the contract is
signed by both parties. If resources are unavailable upon contract signature, GE reserves the right to
adjust its price and/or schedule.
4.9 Terms and Conditions
The Parts set forth in this proposal are provided to PUERTO RICO ELECTRIC POWER AUTHORITY.
Pursuant to Article 8 of t h a t certain Agreement between Caribe GE International Energy Services Corp.,
and Company PUERTO RICO ELECTRIC POWER AUTHORITY, dated March 30th 2016 Contract N#
00074617 / Contract Requisition 169343 (the "Agreement") as Extra Work thereunder. Accordingly,
except as expressly set forth herein, this proposal is subject t o the terms and conditions of the
Agreement and such terms and conditions shall apply w i t h o u t limitation, as if fully set forth herein. Any
additional or different terms and conditions set forth in any proposal or communication by or f r o m
PUERTO RICO ELECTRIC POWER AUTHORITY are expressly objected to and will not be binding upon
Seller unless specifically agreed to in writing by an authorized agent of Seller. The monetary Limitation
of Liability on all claims of any kind arising out of or related to any work in this proposal shall not exceed
the price paid for performing such work in this proposal.

Proposal 1093015 Rev 4. 7/22/16
4.10 Governing Language
Any resulting contract for the work described above shall be written in English.
4.11 Warranty
The warranty period for services under this proposal shall be twelve (12) months f r o m completion of
service (i.e. unit ready for turning gear). According to contract clause 9.
4.12 Proprietary Statement
This proposal document is proprietary to GE and is furnished in confidence solely for use in considering
t h e merits of the proposal and for no other direct or indirect use. By accepting this document f r o m GE,
the recipient agrees:
• To use this document, and the information it contains, exclusively for the above stated purpose
and to avoid use of the information for performance of the proposed work by the recipient or
disclosure of the information to, and use by, competitors of GE on behalf of the recipient.
• To avoid publication or other unrestricted disclosure of this d o c u m e n t or the information it
contains.
• To make no copies of any part thereof w i t h o u t the prior written permission of GE.
• To return this d o c u m e n t w h e n it is no longer needed for the purpose for which furnished, or upon
request of GE.
GE would like to thank you for providing the opportunity to support this project. If you have any
questions, please contact (804) 763-2124, or our Eng. Orlando Soto, Senior Sales Manager GE-Power
(Caribe) or Jaime Rosado, Controller, ALSTOM Caribe Inc.
Sincerely,
ALSTOM Caribe Inc.
Paul Elkovich Peter Gebs

V.P. Turbine-Generator Services Customer Service Manager

Proposal 1093015 Rev 4. 7/22/16
Cc: Eng. Milton Ballester, Plant Manager, Aguirre Steam Plant
Eng. Alexis Torres Ramos, Conservation Head, Aguirre Steam Plant
Eng. Julio E. Collazo Perez, Acting Head, Engineering- and Technical Services Division
Eng. Victor Alvarez, Acting Superintendent, Mechanical Section of Eng. - and Tech. Services
Division
Eng. Orlando Soto, Senior Sales Manager, GE-Power (Caribe)
Eng. Luis E. Angulo, Senior Sales Manager, GE-Power (Caribe, Central America)
Proposal Attachments: Attachment 1: Responsibilities Checklist

Attachment 2: Invoice Schedule
Attachment 3: GE Supplemental Terms and Conditions.
A t t a c h m e n t 4: Extra Work Authorization (Sample)

Proposal 1093015 Rev 4. 7/22/16
Attachment 1
AGUIRRE 2
2016 HP/IP Inner Block, MCV Installation, Generator Close, S90 / BlueLine / ContraGen SX AVR
Installation and Commissioning Outage
RESPONSIBILITY CHECKLIST
Cost and arrangements to provide the items listed are the responsibility of GE, Owner, or Not Applicable
as indicated by "X" in the appropriate column below:
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ (.1 I'M I'A N/A
1 Non Specialty Standard & Metric Mechanics Hand Tooling X
2 Pipefitters Tooling X
3 Non Specialty Lifting & Rigging Tools/Slings/Shackles/Chain Hoists X X
4 Hydraulic & Mechanical Jacks/Rams & Pumps X
5 Precision/Measuring Tooling/Calibrated Tools X
6 Electric Tools/Supplementary Lighting & Extension Cords X
7 Hytorq/Hydraulic Torque Wrenches X
8 ITH/Hydratight Hydraulic Bolt Tensioning Devices & Pumps X
9 Bladers Tool Box when required X
10 Commissioning Tools X X
11 Pneumatic Tools/Air Hoses/Nozzles & Fittings X X
12 Borescope Equipment X
13 Optical Level X
14 EIC/BBC Consumables Boxes X
OTHER EQUIPMENT GE PREPA N/A

Proposal 1093015 Rev 4. 7/22/16
15 Rotor & Casing Stands X
16 Welding/Brazing/Burning/Cutting Equipment X
17 Forklifts/Manlifts/Mobile Cranes/Flat Bed Trailers/Trucks X X
18 Special OEM Tools/Slings/Fixtures/Devices recently inspected and X

certified as suitable for use within the current year
19 Overhead Crane/Crane Inspection & Service X
20 High Velocity Oil Flushing Equipment and Filter Elements X
21 Rotor/Casing Transportation Skids X
22 Compound Slide/Machining Base Block X
23 Hydraulic Bearings/Power Rollers/Rotor Turning Devices/Temp. X

Jacking Oil Pumps
24 Generator Winding Equipment X
25 Generator Diagnostic Equipment X
26 Blade Tip Grinding/Laby Seal Cutting Equipment/Boring X

Bar/compound Slide
27 Safety Equipment for the PREPA UTIER craftsmen, Work Permits, X

Signs and Barricades
(ONSUMAULI S GE PREPA N/A
28 Non HAZMAT Consumables (Rags/Drill Bits/Files/Hones) X
29 HAZMAT Consumables (Solvents/Lubricants/Paints) X X
30 Cribbing/Lumber/Blocking/Plywood X
SERVICES GE PREPA N/A
31 Removal/install Electrical Plant Equipment X
32 Removal/Install Plant Instrumentation X
33 Removal/Install Blanket Insulation X
34 Removal/Install of other type insulation X

Proposal 1093015 Rev 4. 7/22/16
35 Supply/lnstall/lnspect/Remove Scaffolding X
36 Terminate / Disconnect GE Electrical items to Plant Services X
37 Machine Shop Services X
38 Liaison Personnel between GE & Purchaser X X
39 Schedule & Schedule Updates X
40 Crane Operators X
41 Housekeeping/Work Area Cleanliness X
42 Confined Space Permitting/Monitoring X
43 General Work Permits/Hot Work Permits X
44 Non Destructive Services (NDT & Supplies) X
45 Blast Clean Services & Supplies X
46 Waste Disposal/Trash Bins/Containers and personnel to collect X

trash
47 HAZMAT Disposal / Receptacles X
48 Receiving/ Loading/ Unloading of materials prior to mobilization X
49 Receiving / Loading/ Unloading of materials after GE mobilization X
50 Monitor for/remove and dispose of Asbestos X
51 Lube Oil Purification/ Drain Tank/ Cleaning of Reservoir X
52 Removal/Install Fire Protection/Detection X
53 Induction Heating X
54 Balancing and Balancing Equipment X
GENERAL SUPPLIES GE PREPA N/A
55 Supply hlcctrkal Power (480V/ 240V & 120V) X
56 Compressed Air & Service Water X
57 Potable Water at one location X

Proposal 1093015 Rev 4. 7/22/16
58 Replacement Parts not part of Outage Services Scope X
59 Repair of Parts not part of Outage Services Scope X
60 Technical Drawings/ Data Sheets/ Parts Lists X
61 Oxygen/Acetylene/Argon/Propane/other gases X
62 Supply Replacement Insulation Materials and Blankets, labor X
INFRASTRUCTURE GE Owner N/A
63 Office Facilities & Supplies X
64 Sanitary Facilities X X
65 Parts Storage and Storage Bins X
66 First Aid Facilities X X
67 Emergency Rescue Plan X
68 Safety Procedures X
69 Change Shelter for Labor X X
70 . Foreign Materials Exclusion (FME) Plan and Supplies X
71 Lay Down Plans & Areas X X
72 Telephone/Fax/Internet Access Hook-ups X
73 Work Tables/Bench Grinders/Bench Vises X
74 Fire Extinguishers X
OTHER GE Owner N/A
75 Tooling Transportation Charges X
76 Material Transportation Charges not part of OS Scope X
77 Payment of Local Taxes & Permits X X

Proposal 1093015 Rev 4. 7/22/16
/"\"tt ^3 \™\ FT™) \™\ "t ^™
Invoice Payment Schedule

The below invoice payment schedule is provided for PREPA to meet the payment dates of the subject
invoices in order for GE complete the work proposed. In the event late payment occurs for any of the
dates shown, GE reserves the right to demand immediate payment or suspend work as described
herein. Any suspension in work will be treated as a delay and contract extra
Invoice Payment Schedule
Description % Amount
At Contract Signature and receipt of the 40% $1,634,280.00

mobilization letter
Material $1,384,888.87
Labor $249,391.13
When Unit is ready for turning gear 50% $2,042,850.00
Material $1,731,111.09
Labor $311,738.91
On issuing of outage-, IP Inner Block inspection 10% $408,570.00

reports
Material $346,222.22
Labor $62,347.78
*) Contribution Tax deduction of 1.5% will apply to the Labor portion a m o u n t only.
Attachment 3

Proposal 1093015 Rev 4. 7/22/16
GE Supplemental Terms and Conditions (Rev. March 23, 2016)
The following Supplemental Conditions apply and take precedence in the event of a conflict with any other
Term or Condition:
Compliance with Trade Control Laws
Seller's obligations are conditioned upon Buyer's compliance with all U.S., EU and other applicable trade control
laws and regulations. Buyer shall not trans-ship, re-export, divert or direct or otherwise make or allow any
disposition of Products other than in and to the ultimate country of destination declared by Buyer and specified
as the country of ultimate destination on Seller's invoice, except as may be permitted by applicable laws and
regulations. Buyer hereby certifies that the equipment, materials, services, technical data, software or other
information or assistance furnished by Seller under this Contract will not be used in the design, development,
production, stockpiling or use of chemical, biological, or nuclear weapons either by Buyer or by any entity acting
on Buyer's behalf.
Title Transfer and Risk of Loss
For shipments to or within the U.S. whereby Buyer is responsible for transportation, title to, and risk of loss for,
Products shall transfer to Buyer at the point of shipment immediately after the Products have been cleared for
shipment. For shipments to or within the U.S. whereby Seller is responsible for transportation, title to Products
shall transfer to Buyer at the point of shipment immediately after the Products have been cleared for shipment
and risk of loss shall transfer to Buyer upon delivery.
For shipments from the U.S. to another country, title to, and risk of loss for, Products shall pass to Buyer
immediately after each item departs from the territorial land, seas and overlying airspace of the U.S. The 1982
United Nations Convention of the law of the Sea shall apply to determine the U.S. territorial seas.
Customs Clearance
Buyer agrees to have import arranged through the agency of one of Seller's approved customs brokers,
whereby Seller will provide required support for instructions. Buyer may not use any third party vendor for
providing customs clearance services until Seller has approved such party prior to shipment of the Parts.
No Nuclear Use
Products and/or Services sold by Seller are not intended, in whole or in part, for application (and will not be
used) in connection with or nearby any nuclear facility or activity, and Buyer warrants that it shall not use or

Proposal 1093015 Rev 4. 7/22/16
permit others to use Products and/or Services for any such purposes, without the advance written consent of
Seller.
Accounts Receivable
Seller may assign or novate its rights and obligations under the Contract, in whole or in part, to any of its affiliates
or may factor, sell or assign any of its accounts receivable under this Contract to any party without Buyer's
consent. Buyer agrees to execute any documents that may be necessary to complete Seller's assignment or
novation. Seller may subcontract portions of the work, so long as Seller remains responsible for it. The delegation
or assignment by Buyer of any or all of its rights or obligations under the Contract without Seller's prior written
consent (which consent shall not be unreasonably withheld) shall be void.
Attachment 4

Proposal 1093015 Rev 4. 7/22/16
EXTRA WORK AUTHORIZATION
1. G E N E R A L I N F O R M A T I O N
CUSTOMER: CUSTOMER P O / C O N T R A C T NUMBER:
SITE NAME: GE PROJECT NUMBER: |
EWA IDENTIFICATION NUMBER: G E W / O NUMBER:
DATE: !
2. S C O P E O F A D D I T I O N A L W O R K :
G E P o w e r ' s Price Is:I

* Labor $0 (Check One)
* Expenses / Rental $0 Firm |
I
* Subcontractor/Supplier $0
* Materials $0 E s t i m a t e d T i m e & Material!
TOTAL $0
4. I M P A C T ON S C H E D U L E
Newschedule attached? Yes No

5. R E M A R K S | [ j ! I •
The estimated time and materiai price forthis proposed Extra work.as quoted above.does notinclude costs fordelays to the
overall schedule and scope, in the event that the extra work scope should cause such delays. Delays may occur due to an
impactofthis work to the scheduled critical path work activities.ordue to unavailability of parts or special OEM tooling required for
this extra work.There are no parts of any kind included in this estimated atthe time of this occurence.
By signing this extra Work Authorization, the C u s t o m e r authorizes the a b o v e work to be performed s u b j e c t to
the p r i c e , i.e. firm price o r t i m e and material rates a s the c a s e may b e , a n d / o r s c h e d u l e adjustment (s) s e t f o r t h
herin.
ISSUED BY: A C C E P T E D BY:
GE REPRESENTATIVE: DATE: CUSTOMER'S REPRESENTATIVE: DATE:

Proposal 1093015 Rev 4. 7/22/16

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Cuantía: $4,085,700.

PUERTO RICO ELECTRIC POWER AUTHORITY

DIRECT SERVICE CONTRACT TS-M08-16

AGUIRRE POWER COMPLEX UNIT 2

AS SECOND PARTY: ALSTOM Caribe Inc.; A GE subsidiary company, hereinafter

IN CONSIDERATION of the mutual covenants hereinafter stated, the parties agree

TERMS AND CONDITIONS

2.1 Engineer shall mean PREPA's Generation Director, acting directly or

a. This document entitled Contract No. TS-M08-16 (including Terms

b. ALSTOM's Proposal No. 1093015 Revision 4 dated July 22, 2016;

c. Performance and Payment Bond (as approved by PREPA's Risk

2.4 ALSTOM includes ALSTOM's employees, officers, directors,

Payment milestones will be:

1. 40% -at contract signature and receipt of the mobilization letter;

All invoices submitted by the ALSTOM shall be subject to PREPA's approval

4. Commencement and Completion of Work

5. Changes and/or Extra Work

6.2 Delays or hindrance caused by PREPA, its agents, contractors,

6.4 Regarding 6.1, an Act of God is construed herein to mean an earthquake,

7. Penalties for Delays

8.1 Civil Responsibility

8.2 Indirect or Consequential Damages

8.3 Direct Damage to PREPA

negligence shall be limited to ALSTOM's cost to repair or replace the

8.3.3 For Contracts equal to or greater than Five Hundred Thousand

8.3.4 For Contracts equal to or greater than One Million Dollars,

8.3.6 Subject to the abovementioned monetary limitations, ALSTOM shall

8.4 Protection against the Occurrence of Damages

occurrence or happening of injuries, death and/or damages to any person or

8.5 Third Party Responsibility

ALSTOM shall be responsible for all damages to third parties, occurring

8.6 Save Harmless

8.7 Save Harmless Stipulation as to the Operation of Equipment Belonging to

The operation of PREPA's equipment by PREPA at its plant site is within

8.8 ALSTOM's Liability

8.9 Independent Contractor

ALSTOM shall be considered an independent contractor for all purposes of

8.10 Inland Marine / Ocean Cargo Insurance

ALSTOM shall provide an Inland Marine Insurance Coverage with a limit

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

9.3 Right to Operate Unsatisfactory Apparatus. If the operation of the

physical environment or other conditions exceeding those specified,

9.5 Correction of non-conformities or refunds of the amounts paid in the manner

If a Release Letter has been issued to ALSTOM by the Treasury

11. Correction after Payment

All Services shall be subject to inspection, examination and test by PREPA

13. Final Acceptance

14. Performance and Payment Bond

ALSTOM shall provide Letters of Credit or Performance and Payment Bonds on

1. To be issued by a local bank in Puerto Rico.

2. To be unconditional and irrevocable direct pay.

3. To be deemed automatically extended without amendment for one (1) year

4. Payments to be made by issuing bank on a business day by wire transfer,

5. To be governed by and construed in accordance with the laws of the

15. Quality Assurance

15.3 In every case in which the Services to be furnished to PREPA are

16. Termination and Suspension

16.3 If ALSTOM should persistently or repeatedly refuse, or fail to supply,

17. Contingent Fees

18. Officials Not to Benefit

18.1 No officer, employee or agent of PREPA, or of the Commonwealth of

18.2 In addition to the restrictions established by the provisions of Public Law

19. Subcontracting and Assignment