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IN20240002 Exhibit B

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Santa Isabel Substation

Major Outage Affecting


Coamo, Aibonito, and
Santa Isabel
NEPR-IN-2024-0002
Responses to July 11, 2024, Requests

July 16, 2024


RESPONSES TO JULY 11, 2024, REQUESTS

List of Responses and Attachments


Response ID Document Type Response Subject
Response in PDF
ROI-LUMA-IN-2024-0002-20240711-PREB-001 Contingency Plan
Attachment
ROI-LUMA-IN-2024-0002-20240711-PREB-002 Response in PDF Substations Personnel
Response in PDF
EFACEC 112MVA
ROI-LUMA-IN-2024-0002-20240711-PREB-003 Attachment
Transformer
Attachment
Response in PDF
EFACEC 112MVA
ROI-LUMA-IN-2024-0002-20240711-PREB-004
Attachment Transformer

ROI-LUMA-IN-2024-0002-20240711-PREB-005 Response in PDF ABB 56MVA Transformer


ROI-LUMA-IN-2024-0002-20240711-PREB-006 Response in PDF Transformers
ROI-LUMA-IN-2024-0002-20240711-PREB-007 Response in PDF Short- and long-term plan
ROI-LUMA-IN-2024-0002-20240711-PREB-008 Response in PDF Lines 100, 200 and 4800.
ROI-LUMA-IN-2024-0002-20240711-PREB-009 Response in PDF EFACEC 112MVA
Transformer
ROI-LUMA-IN-2024-0002-20240711-PREB-010 Response in PDF EFACEC 112MVA
Transformer
ROI-LUMA-IN-2024-0002-20240711-PREB-011 Response in PDF EFACEC 112MVA
Transformer
ROI-LUMA-IN-2024-0002-20240711-PREB-012 Response in PDF EFACEC 112MVA
Transformer
ROI-LUMA-IN-2024-0002-20240711-PREB-013 Response in PDF ABB 56MVA Transformer
ROI-LUMA-IN-2024-0002-20240711-PREB-014 Response in PDF ABB 56MVA Transformer
Response in PDF
EFACEC 112MVA
ROI-LUMA-IN-2024-0002-20240711-PREB-015
Attachment Transformer

Response in PDF
ROI-LUMA-IN-2024-0002-20240711-PREB-016 ABB 56MVA Transformer
Attachment
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-001

SU B J ECT

Contingency Plan

RE Q U E ST
The "contingency plan in case the initial replacement transformer fails key safety and reliability tests”.

RE S PO N S E

As part of its response to the June 2, 2024, Santa Isabel Transmission Center (TC), LUMA identified
various options for the replacement of the damaged transformer and assessed each one based on the
short- and long-term needs of the system and our customers. Based on this assessment, LUMA
determined that installing a 112MVA transformer provided an optimal short-term solution, while also
aligning with long-term objectives, including planned network upgrade and other infrastructure
improvements to support service reliability and enable the integration of Tranche 1 renewable energy
projects.

As part of its assessment, LUMA identified a second transformer, consisting of a 56MVA unit stored in
Maunabo, which would be made available as a contingency. While the 56MVA transformer provides an
immediate short-term solution because it is the same size as the existing transformer in the Santa Isabel
TC, it does not provide the same long-term benefits as the 112MVA initially selected, that would
eventually result in extra costs and not the optimal solution for the customers as it would be a temporary
solution.
For the contingency plan, please refer to ROI-LUMA-IN-2024-0002-20240711-PREB-001_Attachment1.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-002

SU B J ECT

Substations Personnel

RE Q U E ST
The list of the positions of the "specialized substation personnel of the company", who tested the
replacement transformer before and after its transport.

RE S PO N S E

Testing Crew at Buen Pastor:

• Director of Substations and Telecom


• Regional Manager Substations
• Construction Foreman
• Testing Foreman
• Senior Apparatus Substation Technician
• Senior Apparatus Substation Technician
• Apparatus Substation Technician

Testing Crew at Santa Isabel TC:

• Director Substations West


• Director Substations and Telecom
• Regional Manager Substations East
• Regional Manager Substations
• Sr Engineer, Substations Engineering
• Sr Advisor T&D Operations
• Supervisor Operation, Substations and Telecom
• Construction Foreman
• Testing Foreman
• Senior Apparatus Substation Technician
• Apparatus Substation Technician
• Substation Technician
RESPONSES TO JULY 11, 2024, REQUESTS

• Commissioning Technologist
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-003

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
The "processes and protocols" used by LUMA to perform the "tests on the replacement transformer
before and after transport”.

RE S PO N S E

Please refer to ROI-LUMA-IN-2024-0002-20240711-PREB-003_Attachment2 and Please refer to ROI-


LUMA-IN-2024-0002-20240711-PREB-003_Attachment3.
LUMA personnel performed visual inspection, electrical and mechanical testing of the 112MVA EFACEC
transformer at the Buen Pastor location prior to transport on June 19, 2024, and at the Santa Isabel
location prior to livening on July 5, 2024.

All electrical and oil testing was performed and verified to meet transformer industry guidelines IEEE 57-
152 and IEEE 57-140 (Dissolved Gas Analysis - DGA), respectively. Testing results were analyzed for
transformer usability prior to transport and prior to livening.

The testing plans performed for the EFACEC transformer at the Buen Pastor TC and the Santa Isabel TC
are attached and were developed based on industry guidelines and procedures previously applied by
LUMA in relation to the energization of transformers of comparable characteristics. The list of transformer
tests from each plan is shown below.

Buen Pastor EFACEC Transformer Testing Plan

• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Laboratory DGA (Dissolved Gas Analysis) in oil samples
• Transformer Turn Ratio (TTR) test for all tap positions
• Winding Power Factor H & X to G
• Sweep Frequency Response Analysis (SFRA Test)
RESPONSES TO JULY 11, 2024, REQUESTS

• Core Ground Megger


• H & X External Surge Arresters
• Single Phase Excitation on H or X
• Insulation Resistance Test (Winding megger test)
• H Winding Resistance on all Tap positions
• X Winding Resistance on all Tap positions
• Bushing power factor (C1, C2)
• Others

Santa Isabel EFACEC Transformer Testing Plan

• Overall Power Factor


• Sweep Frequency Response Analysis (SFRA Test)
• Laboratory DGA (Dissolved Gas Analysis) in oil samples, including Karl Fischer, dissolved
metals, inhibitor content, furan analysis and liquid power factor
• Excitation Current Test
• Transformer Turn Ratio (TTR) test for all tap positions.
• Insulation Resistance Testing
• Core Ground Test
• DC Winding Resistance
• Bushing Power Factor Test
• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Mechanical Trip Test
• Arrestor Test
• Fans Operation
• LTC Oil Filter
• Pumps
• Others

The tests performed at the two locations were different. At the Buen Pastor substation, the tests were
designed to verify serviceability, including the integrity of the transformer and its components, prior to
transport to Santa Isabel. At the Santa Isabel TC, a full commissioning level of tests were completed to
determine whether the transformer and station were able to be energized.

Also note that the list of tests in the testing plan were derived from a comprehensive list of transformer
tests, e.g., this EFACEC transformer has no Oil Pumps or LTC filter, although listed.

At the Buen Pastor substation, the Dissolved Gas Analysis test results from a January oil sample were
used for the transformer acceptance since transformer oil evacuation was performed prior to transport.
Once the unit was transported to the Santa Isabel TC, prior to testing, a transformer vacuum process
followed, the transformer was filled with new processed oil and the oil tested. Once the unit was
energized for 48 hours, a second sample was taken, reviewed, and analyzed prior to loading.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-004

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
The available evidence that the transformer was successfully energized in the first place.

RE S PO N S E

Please refer to ROI-LUMA-IN-2024-0002-20240711-PREB-004_Attachment4.

The attachment shows the timeline of events, with records from SCADA, digital fault recorders, and
protective relays. As shown on the attached sequence data, the EFACEC 112MVA transformer was
initially energized on July 5, 2024, between 1900 and 2000.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-005

SU B J ECT

ABB 56MVA Transformer

RE Q U E ST
The contingency plan for the relocation of "an alternate transformer from Maunabo”.

RE S PO N S E

Please refer to LUMA’s response in ROI-LUMA-IN-2024-0002-20240711-PREB-001 regarding LUMA’s


replacement and associated contingency plans.

Please refer to LUMA’s response in ROI-LUMA-IN-2024-0002-20240711-PREB-003 for the tests


performed and associated procedures. LUMA will apply the same testing procedures and protocols for the
Maunabo transformer unit as those used for the Buen Pastor 112MVA transformer unit relocated to Santa
Isabel.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-006

SU B J ECT

Transformers

RE Q U E ST
Indicate the reasons why the transformer was not moved from the municipality of Maunabo, instead of the
transformer from the municipality of Caguas.

RE S PO N S E

Please refer to the response provided in ROI-LUMA-IN-2024-0002-20240711-PREB-001.

As explained before, LUMA’s response to the Santa Isabel TC transformer failure included an
assessment of available transformer units, their location and design and operating specifications. LUMA
then assessed each option against short- and long-term needs and objectives of the system and our
customers. Based on this assessment, LUMA determined that relocating and installing a 112MVA
transformer at the Santa Isabel TC, instead of a 56MVA transformer unit, such as the one stored in
Maunabo, provided the best solution, given it addressed both short-term reliability needs, while also
aligning with planned long-term network upgrades and infrastructure improvements.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-007

SU B J ECT

Short- and long-term plan

RE Q U E ST
The short- and long-term plan ensures that consumers in the municipalities of Santa Isabel, Coamo and
Aibonito are not affected as a result of the incident.

RE S PO N S E

LUMA restored service to all customers impacted by the Santa Isabel outage event by June 9. Since
then, no customers have experienced service interruptions as a result of any remediation activities
undertaken by LUMA in connection with the June 2, 2024, outage event. This is primarily the result of
LUMA having (i) completed the repairs to lines 8500 and 4800 and (ii) installed temporary generation in
the area.

Additionally, other short-term initiatives currently underway include (i) the temporary rehabilitation of Lines
100 and 200 and the underbuilt feeder (4401-01) and (ii) the installation of the 115/38 kV transformer in
Santa Isabel TC. These projects provide temporary power and ultimately 3 separate sources to the Santa
Isabel TC 38 kV bus to provide continued service to customers in the area.

The long-term initiatives are permanent repair projects that entail the deployment of infrastructure that
meet LUMA and industry standards, including transmission structures that can withstand 160 miles per
hour winds, and substation equipment that meets standards such as IEC61850.
Longer terms initiatives include:

1. Project FEMA 180052 – Lines 100 and 200 Ponce TC to Jobos TC


2. Line 4800 and the 115/38 kV transformer at Santa Isabel TC are part of the Network Upgrades
project to support the integration of tranche 1 utility scale renewable projects.
3. A new line from Santa Isabel to Hamilton Tap, initially identified as line 20600 has been proposed
for the area to provide hardening and provide added reliability and resilience to the area in line
with industry codes and standards. This line was identified as a solution by reliability planning
studies.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-008

SU B J ECT

Lines 100, 200 and 4800.

RE Q U E ST
Notify the construction status of lines 100, 200 and 4800, including the construction stages and the
construction and delivery itinerary of the same.

RE S PO N S E

As described in previous responses, LUMA’s response includes both short-term initiatives, designed to
ensure customers in the area serviced by the Santa Isabel TC have reliable access to electric service, as
well as long-term initiatives, which align with planned network upgrades and other infrastructure
improvements designed to modernize and strengthen the electric infrastructure and enable the integration
of new renewable energy resources.

Short-term initiatives:

On June 10, 2024, LUMA completed the reconductoring of the line 8500 sections with 3/0 conductor,
upgrading to 556.5ASCR conductor, raising the line ampacity from 300A to 720A. These upgrades enable
feeding the Aibonito, Coamo and Santa Isabel substations from the Cayey TC.

Regarding Line 100 and 200, the objective is to energize a single circuit from Salinas Urbano to Santa
Isabel Sectionalizer. The Scope of Work considers the installation of 42 poles and 556.5 ACSR conductor
to be replaced. Also, a new distribution conductor must be installed in approximately 30 spans. LUMA
submitted technical inquiries and permit requests with the Puerto Rico Department of Natural and
Environmental Resources (DRNA), the U.S. Army Corps of Engineers (USACE), State Historic
Preservation Office (SHPO), Instituto de Cultura, and Fish & Wildlife as required for the Line 100 and 200
project. LUMA already secured municipal permits, excavation permits, and the Puerto Rico Department of
Transportation and Public Works (DTOP) permits required for this project.

Long-term initiatives:

Line 100 and 200 has a FEMA rebuild project underway and the engineering design is at 70% for the
project. A detailed scope of work (SOW) was submitted to FEMA in August 2022. A revised version of the
detailed Scope of Work was submitted to FEMA in April 2024 and is presently under review. Construction
RESPONSES TO JULY 11, 2024, REQUESTS

is expected to begin by July 2025 and is dependent on delivery of the long lead items (new LUMA
standard poles, conductor, etc.). Dates are subject to revision, including the ongoing emergency work and
the anticipated FEMA obligation date. The project for lines 100-200 is estimated to take 1.5 years after
start to complete construction.

The Network Upgrades project addresses the needs for upgrades to the Santa Isabel TC and line 4800.
As part of the System Impact Study from Tranche 1 analysis, line 4800 requires an upgrade to a 48MVA
rating and a 112MVA transformer needs to be installed. A detailed Scope of Work was submitted to
FEMA on November 21, 2023. This project is also pending obligation.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-009

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
Describe in detail the tests performed, the causes and the results of the tests.

RE S PO N S E

LUMA personnel performed visual inspection, electrical and mechanical testing of the 112MVA EFACEC
transformer at the Buen Pastor location prior to transport on June 19, 2024, and at the Santa Isabel
location prior to livening on July 5, 2024.

All electrical and oil testing was performed and verified to meet transformer industry guidelines IEEE 57-
152 and IEEE 57-140 (Dissolved Gas Analysis - DGA), respectively. Testing results were analyzed for
transformer usability prior to transport and prior to livening.

The following components were tested:

• Transformer/Load Tap Changer


• Surge Arresters
• Instrument Current Transformers

The following electrical and functionality tests were performed at Buen Pastor Substation with successful
results.

Buen Pastor EFACEC Transformer Testing Plan

• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Laboratory DGA (Dissolved Gas Analysis) in oil samples
• Transformer Turn Ratio (TTR) test for all tap positions
• Winding Power Factor H & X to G
• Sweep Frequency Response Analysis (SFRA Test)
• Core Ground Megger
RESPONSES TO JULY 11, 2024, REQUESTS

• H & X External Surge Arresters


• Single Phase Excitation on H or X
• Insulation Resistance Test (Winding megger test)
• H Winding Resistance on all Tap positions
• X Winding Resistance on all Tap positions
• Bushing power factor (C1, C2)

For transportation the transformer was emptied of oil, and the fans, radiators and oil conservator
removed.

After the transformer was prepared for transportation, two impact recorders were attached to the
transformer to monitor the crane movements and transportation for potential impacts. The recorded data
has been analyzed, without any alarms reported. Once the transformer arrived at Santa Isabel TC the
accessories were reinstalled, and the transformer was filled with new oil that was processed to ensure oil
quality.

The following electrical and functionality tests were performed at Santa Isabel Substation with successful
results.

Santa Isabel EFACEC Transformer Testing Plan

• Overall Power Factor


• Sweep Frequency Response Analysis (SFRA Test)
• Laboratory DGA (Dissolved Gas Analysis) in oil samples, including Karl Fischer, dissolved
metals, inhibitor content, furan analysis and liquid power factor
• Excitation Current Test
• Transformer Turn Ratio (TTR) test for all tap positions.
• Insulation Resistance Testing
• Core Ground Test
• DC Winding Resistance
• Bushing Power Factor Test
• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Mechanical Trip Test
• Arrestor Test
• Fans Operation
• LTC Oil Filter
• Pumps
• Others:
o Dynamic on-line tap changer scan
o Leakage reactance test (high and low sides)
o Dielectric response analysis (moisture in paper insulation)

After tests were completed the following commissioning steps were performed. These steps need to be
completed with the transformer connected to the system.

• Energization: Transformer is energized closing the high side with the low side open
RESPONSES TO JULY 11, 2024, REQUESTS

• Soaking: Transformer is connected without load for a minimum of 48 hours.


• Loading: Load applied incrementally. Initial load under 50%. The transformer tripped after 14
minutes in this step.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-010

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
To report on the status of the transformer transferred to the municipality of Santa Isabel, namely the
viability of its use in the short and long term and its useful life.

RE S PO N S E

Please refer to LUMA’s response to ROI-LUMA-IN-2024-0002-20240711-PREB-001 and ROI-LUMA-IN-


2024-0002-20240711-PREB-009.

The EFACEC 112MVA transformer passed all the required tests prior to being relocated to the Santa
Isabel TC and upon arrival. The successful results obtained from the tests suggested the transformer
could be installed and put into operation. LUMA is currently in the process of conducting the necessary
tests and inspections to determine the cause of the fault that caused the unit to fail.

At this moment, the only available data is the nature of the fault detected by the protective equipment
associated with the transformer, which is an internal fault. LUMA will initiate tests and needs to relocate
the oil tankers to empty the transformer and do an internal inspection.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-011

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
Whether the transferred transformer will serve in the future or not?

RE S PO N S E

As stated in the response to ROI-LUMA-IN-2024-0002-20240711-PREB-010, LUMA is in the process of


conducting all the necessary tests and inspections to identify the cause of the fault. LUMA intends to
perform a full Root Cause Analysis (RCA) of the extent of the damage, along with a possible solution for
repair. Typically, transformer internal faults require specialized repairs that may take longer than a
replacement.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-012

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
Identify what failed in the tests performed on the moved transformer and the scope and consequences of
the tests for the end of the life of the moved transformer.

RE S PO N S E

Please refer to LUMA’s response to ROI-LUMA-IN-2024-0002-20240711-PREB-010 and ROI-LUMA-IN-


2024-0002-20240711-PREB-011.

The transformer was energized from the 115 kV side with the 38 kV side open on Friday, July 5. This
energization without load is a process known as soaking. The soak of a power transformer is a test item
after installing a transformer, that allows the transformer electro-magnetic elements to get stabilized
before accepting load. Typically, this is a test that lasts 24 to 48 hours. It is a safety measure that verifies
proper installation and provides measurements that can be checked against transformer nameplate
ratings.

After the soaking was completed, LUMA proceeded loading the transformer below 50% of its capacity to
perform current and voltage flow in-service readings. However, the protective relay detected an internal
fault in the unit, tripping the corresponding breakers and isolating the transformer from the system. Note
that this trip did not disturb customer load on line 4800. The 38 kV bus remained energized from the
Cayey source and all the customers in the area remained connected.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-013

SU B J ECT

ABB 56MVA Transformer

RE Q U E ST
Indicate the plan and the actions that will be taken into consideration to avoid a similar situation with the
transfer of the transformer from the municipality of Maunabo.

RE S PO N S E

Please refer to LUMA’s response to ROI-LUMA-IN-2024-0002-20240711-PREB-003.

LUMA performed all the appropriate procedures and tests prior to relocating and after relocating the
EFACEC 112MVA transformer to the Santa Isabel TC. LUMA intends to perform the same tests and
procedures with the ABB 56MVA transformer.

As an additional precautionary measure, LUMA is in contact with the transformer manufacturer. We have
requested field support from a factory specialist for the testing and inspections of this transformer. LUMA
transformer testing procedures will be shared with the transformer manufacturer to obtain any relevant
input or feedback.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-014

SU B J ECT

ABB 56MVA Transformer

RE Q U E ST
Indicate whether the transfer of the transformer from the municipality of Maunabo to the municipality of
Santa Isabel represents a reliable and long term solution to address the problem of customers who use
said transformer.

RE S PO N S E

Please refer to LUMA’s response to ROI-LUMA-IN-2024-0002-20240711-PREB-001 and ROI-LUMA-IN-


2024-0002-20240711-PREB-006.

As previously indicated, based on its assessment of available transformer units, their location and design
and operating specifications and short- and long-term needs and objectives of the system and our
customers, LUMA determined that installing a 112MVA transformer at the Santa Isabel TC, instead of a
56MVA unit, best aligned with short-term service reliability needs and long-term system planning
objectives, including increasing load patters and the integration of renewable energy resources.

However, given current circumstances, the ABB 56MVA unit currently located in Maunabo represents a
reliable, short-term alternative to meet the needs of the customers in the area served by the Santa Isabel
TC.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-015

SU B J ECT

EFACEC 112MVA Transformer

RE Q U E ST
Notify the cost of the transformer transferred to the municipality of Santa Isabel, as well as all costs
related to:

a. Transport

b. Installation

c. Other associated costs

RE S PO N S E

The EFACEC 112MVA transformer was procured by the Puerto Rico Electric Power Authority (PREPA) for
a project at the Buen Pastor Substation. This unit was manufactured in 2013 and the cost was
$1,030,000.

a. Please refer to ROI-LUMA-IN-2024-0002-20240711-PREB-015_Attachment5.

Regarding transportation, the ceiling price for the contract, as registered with the Office of the
Comptroller of Puerto Rico (OCPR) is $3,995,388.63. This maximum price includes both the
relocation of the EFACEC 112 MVA transformer from Buen Pastor substation to Santa Isabel TC
and the associated crane lifts as well as the relocation of the original PAUWELS 56 MVA
transformer from the Santa Isabel TC to the Ponce TC and associated crane lifts. To date, only
the relocation of the EFACEC 112 MVA transformer has been completed.

b. The installation costs are not yet available until all the contractor invoices, warehouse material
requisitions, and internal employee timecards are processed in the LUMA accounting systems.

c. Other associated costs are not yet available until all the contractor invoices, warehouse material
requisitions, and internal employee timecards are processed in the LUMA accounting systems.
RESPONSES TO JULY 11, 2024, REQUESTS

Santa Isabel Substation Major Outage Affecting


Coamo, Aibonito, and Santa Isabel
NEPR-IN-2024-0002

Response: ROI-LUMA-IN-2024-0002-20240711-PREB-016

SU B J ECT

ABB 56MVA Transformer

RE Q U E ST
Notify the cost of the existing transformer in the municipality of Maunabo, as well as all estimated costs
related to:

a. Transport

b. Installation

c. Other associated costs

RE S PO N S E

For the cost of the ABB 56MVA Transformer, please refer to ROI-LUMA-IN-2024-0002-20240711-PREB-
016_Attachment6.

a. LUMA is in the process of obtaining procuring the required relocation and transportation services.

b. This information is currently being developed as LUMA finalizes the replacement plan for the ABB
56MVA transformer.

c. This information is currently being developed as LUMA finalizes the replacement plan for the ABB
56MVA transformer.
Santa Isabel TC Transformer & Breaker
Replacement Emergency Outage
Event Execution Plan – Priority #3
Substations – Capital Programs 06/05/24
1
PROJECT OVERVIEW
The purpose of this project is to replace the existing 115/38kV 56 MVA transformer located at Santa Isabel TC
between the 115kV box bay and 38 kV box bay, due to a catastrophic failure. The existing 56MVA transformer is
protected by a 115 kV high side breaker (GCB 0050) and a 38 kV low side circuit breaker (GCB 0040).

Existing Substation Physical Address PR 153, SANTA ISABEL (LUMA Ponce Region)

Coordinates

2
PROJECT SCOPE

• The project contemplates the replacement of the existing Santa Isabel 115/38KV, 56MVA transformer (4402)
with a 115/38KV, 112MVA located in Buen Pastor Substation (71908)
• Upgrade their respective protection for the Santa Isabel Transmission Center facility.
• The transformer high side 115kV circuit breaker (0050) will remain the existing one and preventive maintenance
and testing will be performed to ensure proper operation.
• The transformer low side 38kV, 1200A circuit breaker (0040) will need to be replaced with a new 38kV 3000A
circuit breaker. The transformer low side conductors will also need to be upgraded.
• A new transformer differential protection panel is included in the estimate to meet present LUMA standards,
along with associated cables for protection & control, alarms, SCADA, and telecommunication connections.
• The scope also includes the demolition and transportation of removed equipment to a local LUMA site and in
compliance with LUMA Waste Management Plan.

3
DESCRIPTION OF WORK POINTS
The work points to be addressed during the project are:
Engineering
 Develop a detailed Issue for Construction (IFC) drawing package for final transformer replacement.
 Develop a detailed Bill-Of-Materials (BOM) for project execution.
Management
 Develop a detailed Execution Plan and Schedule.
 Develop a detailed Testing Plan.
 Manage all project resources, plan, reporting and document project tasks.
 Ensure deliverables are delivered on time.
 Develop cost estimates and work with the Financial Team to allocate funding.
 Integrate the Cost Estimate information into LUMA's Work Breakdown Structure (WBS) template.
 Assist and support LUMA in developing procurement plans and provide technical expertise for procurement
materials.
Execution
 Implement the Execution Plan to complete all the works sequence.
 Implement the Testing Plan to ensure transformer is ready to go live (energization and loads transfer).

4
CONTINGENCY PLAN
Option A Option B Option C
Buen Pastor 115/38 kV 112 MVA Maunabo 115/38kV 56 MVA Bairoa 115/38Kv 168 MVA
Efacec Transformer ABB Transformer SIEMENS Transformer

• Higher capacity than the existing


one but align with the system
necessities of capacity
improvement.
• Availability.
• Availability
• Despite its age, transformer hadn’t • Same specification of the existing
• Despite its age, transformer
PROS been energized. failed Transformer.
hadn’t been energized.
• All performed field testing with • Less complex transportation logistic.
satisfactory results.
• DSOW submitted on 07/2023 align
with proposed capacity increase for
Santa Isabel TC.

• Availability – Transformer assigned as


a temporary solution at Maunabo TC.
• Expensive and complex • Doesn't align with proposed capacity • Higher capacity than system
CON transportation logistic. increase for Santa Isabel TC. needs.

5
KEY MILESTONES
Milestone Baseline Date Target Date
Engineering Site Assessments 6/04/2024 06/03/2024 (A)
Preliminary BOM 06/05/2024 06/05/2024 (A)
Engineering Design (IFC) 06/11/2024 06/11/2024
Transformer Transportation 6/12/2024
Transformer 115/38 kV Installation 6/17/2024
Challenging Session for Energization 6/28/2024
In-Service Date 7/3/2024

6
EXECUTION STRATEGY
Week from 6/2/2024 to 6/8/2024: Week from 6/9/2024 to 6/15/2024: Week from 6/16/2024 to 6/22/2024:
 Testing of Santa Isabel TC 115/38kV existing  Start Removal of Oil and Accessories  Continuing with Protection and Control
transformer (2 subs Ops crews)  Transformer Transportation from Buen Pastor to (PAC) works.
 GCB Breaker 0040 testing process Santa Isabel  Continuing with Thermography for Hot
 Engineering SOW development and preliminary  Installation of New Transformer and assembling Spot verification - Santa Isabel Substation
BOM  Installation of conduit and groundings  Continuing Thermography for Hot Spot
 Start Cranes and Oil tankers services procurement  Remove the 38kV 1200amp GCB. verification - (T&D) Santa Isabel
process.  Install the new 38kV 3000amp GCB. Transformer lines (Reliability)
 Operations crews assigned to work on shifts on  Install the new protection and control.  Installation of New Transformer and
Santa Isabel and Buen Pastor sites.  IFC & BOM completion assembling
 Kick-off meeting with all LUMA project teams.  Start Protection and Control (PAC) works.  Vacuum Oil Fill
 Cleaning process for Buen Pastor Transformer  Start Thermography for Hot Spot verification - Santa  Remove the 38kV 1200amp GCB.
 Testing process of Buen Pastor 115/38kV Isabel Substation  Install the new 38kV 3000amp GCB.
Transformer  Start Thermography for Hot Spot verification - (T&D)  Testing of the new 38kV 2000amp GCB
 Disconnection of Santa Isabel Transformer Santa Isabel Transformer lines (Reliability) and PAC
 Develop Construction execution Plan, Schedule,  Protection and Control (PAC) works.
and Testing Plan.  Commissioning (Complete Check List) for
 Logistic coordination for portable toilets and Transformer and Breaker
handwasher stations.  Outage Coordination (via libre) for
 Routes identification for transformers Transformer Energizing
transportation.  Start Developing the Normalization Plan
 Oil tanker delivery to Santa Isabel TC

7
EXECUTION STRATEGY
Week from 6/23/2024 to 6/29/2024: Week from 6/30/2024 to 7/3/2024:
 Complete Thermography for Hot Spot  Transfer loads to new Transformer.
verification - Santa Isabel Substation  Execution of Normalization Plan.
 Complete Thermography for Hot Spot  Final In-Service
verification - (T&D) Santa Isabel
Transformer lines (Reliability)
 Complete Commissioning (Complete Check
List) for Transformer and Breaker
 Complete Outage Coordination (via libre)
Plan for Transformer Energizing
 Complete Normalization Plan
 Pre-Energization Walkdown and Sign off
Process.
 Energize Transformer - (24 hr. Soaking
Process)
 VP Challenging Session for Energization

8
SLD

9
SLD

10
Santa Isabel TC

11
115kV GCB (0050) – Transformer high side

Existing 38kV 1200A GCB (0040)

12
Existing 115/38kV 56MVA Transformer

13
Luma Energy
N1 Test Plan - General Information
Substation: Buen Pastor
Project Number: xxxxxx

Date: 2024JUN05 Revision-0

PURPOSE
The electrical equipment outlined in the Equipment to be Tested Section of this plan will be inspected
and tested to ensure it meets the manufacturers and industry standard specifications for safe and proper
operation. Deficient or defective equipment can be identified, for necessary repairs. A detailed analysis
and recommendation will be recorded and reported in the final report format per substation.

Prior to the start of the described test methodology, Field personnel are to check the equipment for the
presence of voltage and confirm proper grounding have been installed within the Project equipment and
associated apparatuses.

The area under test shall have at a minimum, a 6-foot caution tape barrier for each apparatus under test
during over potential testing and/or as required to safe-off any area under test.

I. Equipment to be tested:
• Transformer/LTC
• Surge Arresters
• Instrument Transformers
o Current

II. Testing Procedures


Transformer/LTC Testing
• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Lab DGA samples
• TTR for all tap positions
• Winding Power Factor H & X to G
• SFRA
• Core Ground Megger
• H & X External Surge Arresters
• Single Phase Excitation on H or X
• Insulation Resistance Test (Winding megger test)
• H Winding Resistance on all Tap positions
• X Winding Resistance on all Tap positions
• Bushing power factor (C1, C2)
• Others
Transformers Surge Arresters
• Clean as needed.
• H & X External Surge Arresters
• H Winding Resistance on all Tap positions
• X Winding Resistance on all Tap positions
• Insulation Resistance (Winding megger test)
• Power Factor Watts Loss
• Ground Point Test
Page 1 of 2
Luma Energy
N1 Test Plan - General Information
Substation: Buen Pastor
Project Number: xxxxxx

Date: 2024JUN05 Revision-0

Page 2 of 2
Luma Energy
N1 Test Plan - General Information
Substation: Santa Isabel TC
Project Number: xxxxxx

Date: 2024JUN05 Revision-0

PURPOSE
The electrical equipment outlined in the Equipment to be Tested Section of this plan will be inspected
and tested to ensure it meets the manufacturers and industry standard specifications for safe and proper
operation. Deficient or defective equipment can be identified, for necessary repairs. A detailed analysis
and recommendation will be recorded and reported in the final report format per substation.

Prior to the start of the described test methodology, Field personnel are to check the equipment for the
presence of voltage and confirm proper grounding have been installed within the Project equipment and
associated apparatuses.

The area under test shall have at a minimum, a 6-foot caution tape barrier for each apparatus under test
during over potential testing and/or as required to safe-off any area under test.

I. Equipment to be tested:
• Outdoor Bus and Structure
• Transformer/LTC
• Circuit Breakers
o (2) GCB 0040 and 0050
• Protection Relay
o Digital-Microprocessor
• High Voltage Open Air Switches
• Surge Arresters
• Instrument Transformers
o Current Transformer
• Grounding systems, and Structures

Testing must include the procedures specified in section II. Testing Procedures bellow and the tests
require in following LUMA checklists:
- Transformers Loop Check Requirements Before Energize
- Commissioning Department Project Progress Report checklists:
o Breaker Tests
o Transformers Tests
o Transformers and Breakers Protection
- Comply with the Pre-Energization Walkdown Checklist and Signoff Process

II. Testing Procedures

Outdoor Bus and Structures


• A Thermographic Survey to indicate temperature difference between like phases and similar
equipment to determine any anomalies.
o Suggested actions based on temperature rise between ambient temperature, like
phases, and similar equipment with proper loading of equipment at time of testing.
Page 1 of 3
Luma Energy
N1 Test Plan - General Information
Substation: Santa Isabel TC
Project Number: xxxxxx

Date: 2024JUN05 Revision-0

Transformer/LTC Testing
• Overall Power Factor
• Sweep Frequency Response Analysis (SFRA Test)
• DGA (Gas in Oil Analysis) Karl Fischer, Dissolved metals, inhibitor content, furan
analysis and liquid power factor
• Excitation Current
• Turn Test Ratio (TTR) for all tap positions.
• Insulation Resistance Testing
• Core Ground Test
• DC Winding Resistance
• Bushing Power Factor Test
• LTC Oil Filter
• Oil Dielectric
• Oil PF
• Oil Color/Acidity
• Mechanical Trip Test
• Arrestor Test
• Fans Operation
• Pumps
• Others

GCB Breaker Test


• Timing + Motion
• Insulation Resistance
• Overall Power Factor
• Coil Resistance
• Contact Resistance
• Minimum Trip/Close
• Trip by operating each of CB’s protective relays.
• SF6 Gas Analyzer (Moisture, SO2, and Purity)

Digital-Microprocessor Protective Relays


• Complete Relay Checklist Document.

High Voltage Open Air Switches Outdoor


• Clean as needed.
• Review alignment and adjust as needed per manufacturer requirements.
• Contact Resistance

Transformers Surge Arresters


Page 2 of 3
Luma Energy
N1 Test Plan - General Information
Substation: Santa Isabel TC
Project Number: xxxxxx

Date: 2024JUN05 Revision-0

• Clean as needed.
• H & X External Surge Arresters
• Insulation Resistance (Winding megger test)
• Power Factor Watts Loss
• Ground Point Test

Instrument Transformers
• Current for Breaker 0040
o Insulation Resistance
o Winding Resistance
o Ratio Test
o Excitation Test
o Current Integrity Loop test
• Current for Breaker 0050
o Insulation Resistance
o Winding Resistance
o Ratio Test
o Excitation Test
o Current Integrity Loop test

Equipment Ground Points


• Perform point-to-point tests to determine the resistance between the main grounding system
and all major electrical equipment frames, system neutral, and derived neutral points.
• Resistance Measurements Trough Bolted Connections as Applicable.

III. Substation End to End Testing (as applicable)


As required, end to end testing will be performed between the substation to substation. This
typically includes line protection and differential relays as well as any special protection
schemes that are required.

The Commissioning Team will coordinate said testing and ensure all TOC requirements for said
testing are met. Regular meetings will be scheduled, with the TOC, to ensure a good working
relationship and communications during the substation testing.

Page 3 of 3
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION

Santa Isabel 115/38kV - 07-09-24


In the interest of protecting the electric infrastructure of Puerto Rico, portions of this document are
protected from disclosure as Critical Energy Infrastructure Information (“CEII”), in accordance with 6
U.S.C. §§671-674; 18 C.F.R. §388.113 (2020), and pursuant to the Puerto Rico Energy Bureau’s Policy
on Management of Confidential Information, CEPR-MI-2016-0009, issued on August 31, 2016, as
amended by the Resolution dated September 16, 2016.

Sequence of Events:
1. SCADA sequence of Events
Sequence of events for the Santa Isabel transformer 115 circuit breaker 0050 and 38 kV circuit breaker
0400since it was energized on Friday 07-05-2024:
Message
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION

2. Timeline of Events 07-09-24:


38 kV CB# 0040 was opened by the TOC since 07-08-2024- 12:47:19. The timeline of events for July 9, 2024.

07:11:55 – 115 kV CB# 0050 was opened by the TOC to start transformer energization process.
07:16:20 - Transformer 38 kV CB# 0040 was open to isolate the load in preparation for energization.
12:58:16- Manual update by the TOC, CB # 0040A 115/38 kV low side breaker auxiliary switch was closed.
12:59:06 – S Isabel T.C. 38 kV CB# 4850 to Santa Isabel Sectionalizer was open to isolate the loads for the
transformer energization maneuvers. After the loads were isolated, the clients from Santa Isabel Sect were
momentarily out of service. CB#0160 open.
12:59:31- CB# 0010 Capacitor bank at Santa Isabel was opened by the TOC.
13:00:44 – CB# 0040 from 115/38kV low side was closed and the system synchronized. No faults were present.
13:04:12 – CB# 4850 was closed to restore the loads from Santa Isabel Sect.
13:04:39 - CB# 0160 was closed by the TOC.
13:14:06 – 115/38 kV trip CBs # 0050/0040 open instantly and correctly.
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION

3. Aguirre Digital Fault Recorder Data


The following graph shows the DFR data seen from the 115 kV line 40300 from Aguirre to Santa Isabel. This DFR has GPS
issues and for that reason, the recorder time is 24:16:42 ahead of time in comparison with the SCADA and Ponce DFR.
Figure 0-1: Aguirre DFR - 115/38 kV Synchronization and Trip

Figure 0-1 shows that the transformer 38 kV breaker was closed with no fault present. The 38 kV loads were
added when CBs 4850 and 0160 were closed, no fault present. After the successful synchronization, the
transformer stayed in service until the fault was present.
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION

Fault at 115/38 kV:


Figures below show the relay event and the transient recorders from bot Aguirre and Pone for the transformer fault event.
All three sources shows that before the fault, the currents were in normal condition with the transformer energized serving
the loads.
CONFIDENTIAL – CRITICAL ENERGY INFRASTRUCTURE INFORMATION

Figure 0-1: Ponce Transient Recorder

Figure 0-2: Aguirre Transient Recorder


SERVICES AGREEMENT
(Exigency Third Party Logistic Services)
No.103845
2024-L00586

This SERVICES AGREEMENT (this "Agreement") is made and entered into as of the last date
on the set forth below on the signature section (the "Effective Date"), by and between PUERTO RICO
ELECTRIC POWER AUTHORITY, an instrumentality of the Government of the Commonwealth of
Puerto Rio ("PREPA"), represented herein by its agent, LUMA ENERGY SERVCO, LLC ("Operator"
or "LUMA"), and by and between MONTIMBER INTERNATIONAL, LLC., a limited liability
company organized and existing under the laws of the State of Louisiana and authorized to do business in
Puerto Rico, register under number 506360 in the State Department of Puerto Rico Corporations Registry
("Contractor") Each of PREPA, Contractor and LUMA are sometimes referred to herein as a "Party" and
together as the "Parties".
RECITALS

WHEREAS, LUMA was retained by PREPA and the Pue1to Rico Public-Private Partnerships
Authority ("Administrator"), under the Operation and Maintenance Agreement dated as of June 22, 2020,
as amended from time to time in accordance with its terms (collectively the "OMA"), pursuant to which
LUMA provides certain services to PREPA and Administrator as more specifically set out therein;

WHEREAS, in accordance with the terms and conditions of the OMA, and for the avoidance of
doubt, LUMA is acting solely as agent to PREPA, and is not for itself or on its own behalf a party to this
Agreement.

WHEREAS, PREPA, by virtue of its enabling act, Act Number 83 of May 2, 1941, as amended
("Act 83"), has the authority to engage professional, technical, and consulting services and such other
services necessary and convenient to pursue the activities, programs, and operations of PREPA;

WHEREAS, Contractor is a provider of certain Inbound and Outbound Freight Se1vices and;

WHEREAS, Contractor acknowledges PREPA's federal financing sources and requirements


accordingly. Contractor must be emolled in Sam.gov (System of Awards Management) as a present
obligation at the execution date and continued tlu·ough the Term of the Agreement. Contractor must
ascertain and maintain its eligible status and the eligible status of its principals, affiliates, and subcontractors
at www.SAM.gov. Accordingly, a contract or subcontract must not be made with any parties listed on the
SAM Exclusions list; and

WHEREAS, the Parties desire to enter into this Agreement to provide for, among other things,
third party logistic services(as defined herein below) and/or the performance by Contractor of certain
Associated Services as defined in Exhibit "A" attached hereto (the "Services"), without limitation, to
provide suppo1t documentation compliant with the FEMA process, performing visits and field inspections,
and ensuring compliance with pertinent regulatory agencies, for PREPA as required from time to time in
accordance with the Exhibit "A" ("SOW"), during the demands and difficulties generated by the special
situation that requires a prompt action and in accordance with Contractor's master proposal attached hereto
as Exhibit "A".

WHEREAS, the Pruties desire to enter into this Agreement for Conh·actor to provide third patty logistic
se1vices in connection with, and to cause the, h·ansportation of one Transformer from the Buen Pastor Substation,
Guaynabo, to the Santa Isabel Substation. If any prut of the Proposal is found to be inconsistent with the terms and
conditions set forth herein, the terms and conditions set fotth herein shall take precedence over the Proposal and
govern the matter in question.

WHEREAS, LUMA, as an agent of PREPA, will seek Federal financial assistance to fund the
services assigned under this Agreement. As such, Contractor shall comply with all Federal and State
requirements for these goods and services including invoicing procedures for billing to secure federal
reimbursement;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, hereby covenant and agree to the following:

AGREEMENT

I. Interpretation and Construction of this Agreement.

I. I The Recitals above are included as an integral part of the terms and conditions of this
Agreement.

1.2 As long as the OMA is in effect, (i) all provisions hereunder relating to PREPA taking any
action, receiving any notice or disclosure, making any determination (including but not limited
to the termination of the Agreement), or otherwise referencing PREPA as beneficiary of the
terms and conditions of the Agreement, shall be understood to refer to LUMA, acting on
PREPA's behalf and (ii) all references to "LUMA" shall be understood to mean LUMA on its
own behalf, as third patty beneficiary of this Agreement. For the avoidance of doubt, PREPA
(directly and not through LUMA as its agent) is prohibited from taking any action or giving
any consent hereunder as long as the OMA is in effect. For the further avoidance of doubt,
LUMA shall have no liability hereunder except in case of gross negligence or willful
misconduct for any actions it may take on PREPA's behalf, and all such liability shall be
exclusively as provided for in the OMA.

1.3 Exhibits. Annexes and Statements of Work. The Exhibits referred to herein shall be construed
with and as an integral part of this Agreement to the same extent as if they were set forth
verbatim herein. In the event of an irreconcilable conflict, discrepancy, error or omission, the
following descending order of precedence will govern: (i) Exhibit F - Federal Contracting
Clauses (ii) Government Contracting Requirements, (iii) this Agreement, (iv) LUMA Policies
contained in Exhibit E (v) the remaining Exhibits.

1.4 Construction. For purposes of this Agreement: (i) "include". "includes" or "including" shall
be deemed to be followed by "without limitation"; (ii) "hereof', "herein", "hereby", '1hereto"
and "hereunder" shall refer to this Agreement as a whole and not to any pmticular provision of
this Agreement; (iii) reference to a gender includes the other gender; (iv) "any" shall mean "any
and all"; (v) reference to any agreement, document or instrument means such agreement,
document or instrument as amended, supplemented and modified in effect from time to time in
accordance with its terms; (vi) reference to any Applicable Law means such Applicable Law
as amended from time to time and includes any successor legislation thereto and any rules and
regulations promulgated thereunder; and (vii) reference to any Person at any time refers to such
Person's permitted successors and assigns.

1.5 Days and Time. All references to days herein are references to calendar days, unless specified
as Business Days, and, unless specified otherwise, all statements of or references to a specific
time in this Agreement are to Atlantic Standard Time.

2
1.6 Negotiated Agreement. The Parties have participated jointly in the negotiation and drafting of
this Agreement with the benefit of competent legal representation, and the language used in
this Agreement shall be deemed to be the language chosen by the Parties to express their mutual
intent. In the event that an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any
provisions hereof.

2. Performance of Services.

2.1 Scope of Services. Subject to the terms and conditions of this Agreement, the Contractor's
services shall be consistent with the provision of the deliverables, tasks and services described
in the Proposal and such other tasks delegated to it by PREPA and within the capabilities of the
Contractor (the "Services").

2.2 Performance of Services. Contractor shall complete performance of the Services in compliance
with all applicable laws, rules, regulations, court orders and, to the extent the Services are
subject to rules of ethics of a profession, comply with any such applicable rules. Contractor
shall use the generally accepted industry standards acknowledged in the industry of logistic
se1vices and adhere to express specifications and policies regarding the performance and
delivery of the Services.

2.3 Relationship Manager. Contractor shall designate a relationship manager (the "Relationship
Manager") who shall serve as the main contact for Contractor and be responsible for all
questions relating to the implementation of this Agreement. Contractor shall instrnct its
personnel that any and all questions with respect to the Services shall be addressed to, and
directed to, the Relationship Manager.

2.4 Personnel. The persons designated by Contractor to perform the Services shall have the
appropriate technical and professional skills to enable them to perform the Services consistent
with generally accepted indust1y standards. Contractor shall not subcontract any of the Services
without PREPA's prior written consent, which consent shall not be unreasonably withheld at
PREPA's sole discretion. PREPA shall have three (3) business days from the date on which
Operator receives Contractor's requests for authorization to subcontract a third party, to issue
a written notification explaining the reasons for such rejection. If it is not rejected within the
three business days from its receipt, the same shall be deemed to have been approved by PREPA
and the Contractor may proceed to subcontract the proposed third party, except for if said
Subcontractor is or becomes barred from conducting business with state or federal
governmental entities. For the avoidance of doubt, the engagement by Contractor of all
subcontractors included in the Proposal is hereby authorized and approved by LUMA and no
further approval from LUMA is necessary to comply with this Section, unless said
Subcontractor becomes barred from conducting business with state or govermnental entities.

(a) Contractor shall retain full responsibility to PREPA under this Agreement for all matters
related to the Services notwithstanding the execution or terms and conditions of any
subcontract. No failure of any subcontractor used by the Contractor in connection with the
provision of the Services shall relieve the Contractor from its respective obligations
hereunder to perform the Services. The Contractor shall be responsible for settling and
resolving all subcontractor claims arising out of delay, disruption, interference, hindrance,
or schedule extension caused by Contractor or inflicted on Contractor or a subcontractor by
the actions of another subcontractor .

3
3. Compensation.

3.1 Fees for Services.

(a) Fees for Services provided will be billed pursuant to Exhibit B - Fees For Services, attached
hereto.

(b) The total amount to be paid by PREPA for Services provided hereunder shall in no event
exceed $3,995,388.63 USD (the "Contract Ceiling") during the term, unless otherwise
agreed to by the Parties in writing.

3.2 Payment for Services. Services will not be rendered and payment for Services rendered under
this Agreement will not be made until this Agreement is properly registered in the Office of the
Comptroller of the Commonwealth of Puerto Rico pursuant to Law No. 18 of October 30, 1975,
as amended.
3.3 Invoices.

(a) Contractor shall submit invoices to PREPA within thirty (30) days of performing the
Services, which shall include a detailed description of the Services rendered by the
Contractor, complying with PREPA's invoices minimum requirements hereto as part of
Exhibit B. PREPA shall remit payment to Contractor within forty-five (45) days following
the approval of each such invoice; provided that PREPA may withhold payment of any
amounts that are disputed by PREPA in good faith pending resolution of the dispute;
provided fmiher that undisputed amounts of any invoice shall be paid as provided in this
paragraph and shall not be withheld until resolution of the disputed amount. In case of a
dispute, PREPA shall notify Contractor of the disputed element and once the dispute is
resolved according to Section 17 hereof, PREPA shall make the payment agreed to by the
Parties within ten (10) days following resolution.

(b) Invoices must have the following information in order for payment to be made: (i) invoice
number; (ii) invoice date; (iii) date(s) that the Services were provided; (iv) detailed
description of the Service provided; (v) itemized invoice amount; and (vii) the following
certification: "We cert(fj, under penalty of nullity that no public servant ofthe Puerto Rico
Electric Power Authority will derive or obtain any benefit or profit of any kind ji-0111 the
contractual relationship which is the basis of this invoice. If such benefit or profit exists,
the required waiver has been obtained prior to entering into this Services Agreement by and
among the Puerto Rico Electric Power Authority ("PREPA") and MONTIMBER
INTERNATIONAL, LLC. dated on the last signature date, the Effective Date (the
"Agreement"). The only consideration to be received for the Services (as defined in the
Agreement) are the agreed-upon fees that have been negotiated with PREPA as specified
in the Agreement. The total amount shown on this invoice is true and correct. The Services
were provided, and no payment has been received."

( c) The charges for the Services incurred, performed and accepted under this Service
Agreement shall be recorded on the following account:
( d) From time to time, LUMA could require from Contractor collaboration in documenting
certain Request for Reimbursements, related to the services paid to Contractor under this
Agreement. Contractor, under this Agreement, potentially federally funded, has, and will
have the present and continued obligation of providing documentation, as support evidence
and as required by LUMA to substantiate its Request for Reimbursement before competent
authority.
4
(e) Contractor will support LUMA in obtaining FEMA Reimbursement by providing all
reasonably required documentation to substantiate any and all requests for reimbursements
to be submitted by LUMA in accordance with FEMA and the Central Recovery for
Response, Recovery and Reconstruction's policies.
(f) The invoice shall include all necessary information to support cost recovery efforts for
FEMA reimbursement, including invoices, receipts, and other relevant documentation. To
the extent applicable, charges for equipment usage must include the FEMA Equipment
Cost Code as reflected in the then effective FEMA Schedule of Equipment Rates.
3.4 Withholdings. The Contractor is an independent contractor and, as such, shall be responsible
for the payment of all of its taxes and any applicable withholdings under the Puerto Rico
Internal Revenue Code of201 l and its regulations, as amended ("PRIRC"), the U.S. Internal
Revenue Code- of 1986, as amended, or any state, territory, or local tax statutes. No
withholdings or deductions shall be made from payments to the Contractor for services
rendered by Contractor, except for those required by any federal, state, territory, or local
statutes, such as the PRIRC and Act No. 48-2013, as amended. In particular, when invoicing,
the Contractor will allocate fees between those relating to activities undertaken by the
Contractor outside Puerto Rico and constituting gross income from sources without Puerto
Rico, and those relating to activities undertaken within Puerto Rico and constituting gross
income from sources within Pue1to Rico. If the Contractor is not engaged in a trade or business
in Puerto Rico, it will be deemed to be treated as a Puerto Rico non-resident for purposes of the
PRIRC, and, therefore, PREPA shall deduct and withhold twenty-nine percent (29%) of the
gross amounts paid on those invoiced amounts which constitute gross income from sources
within Pue1to Rico, in accordance with Section I 062.11 of the PRIRC, 13 L.P.R.A. Sec. 30281.
PREPA shall remit and deposit with the Secretary of the Treasury of Pue1to Rico any applicable
withholdings or deductions made on payments to the Contractor. Withholding requirements
will be adjusted pursuant to any amendments to the PRIRC.

The Contractor represents and warrants that it has and shall continue to pay all taxes and other
such amounts required by federal, state, territory, and local law, including but not limited to
federal and social security taxes, workers' compensation, unemployment insurance and sales
taxes.

4. Registration of Agreement at the Office of the Comptroller. PREPA shall submit this Agreement for
registration with the Office of the Comptroller of Puerto Rico, in accordance with the provisions
of Act No. 18 of October 30, 1975, as amended, and provide evidence of such filing to
Contractor. Such filing shall be made no later than fifteen (15) days from the date hereof. The
Parties agree that no performance of either Party's obligations hereunder may be required by
the other Party until the Agreement has been signed by both Parties and submitted for
registration as described above.

5. Representations and Warranties.


5.1 No Conflicts; Authority. The execution, delivery, and performance by Contractor of this
Agreement, does not and will not breach or result in a default (or an event which, with the
giving of notice or the passage of time, or both, would constitute a default) under, require any
consent under, or give to others any rights of termination, acceleration, suspension, revocation,
cancellation, or amendment of, any agreement affecting Contractor's ability and power to
perform hereunder. Contractor has all the authority and power necessary to execute, deliver
and perform this Agreement without the need to obtain the consent of any person or entity, or
if required it has been obtained and documented.

5.2 Quality of Services. Contractor represents, warrants, and covenants to PREP A that the Services
5
performed hereunder shall (i) be consistent with generally accepted industry standards and
expectations for work of a similar natme, (ii) comply with all specifications and any other
written documentation agreed upon by the Parties and (iii) be performed in accordance with
applicable laws and industry standards. In the event the Services provided by Contractor breach
the foregoing warranty, Contractor shall promptly reperform such Services in breach of said
warranty, at no additional cost to PREPA or, failing such reperfonnance, refund to PREPA
all amounts paid by PREPA for such Services.

6. Ownership oflntellectual Property. PREPA has, retains and will own all of the right, title and interest
(including patents, copyrights, mask work rights, trade secrets and any other intellectual property
rights) in and to its products and services, software, related data, documentation and information,
including all upgrades, updates, modifications, development, revisions, changes, copies, translations,
compilations, derivative works, improvements and successor products and services thereto developed
by PREPA, its employees or agents (other than Contractor) ("PREPA IP"), including without
limitation PREPA IP developed and/or owned prior to the Effective Date and intellectual property
developed by PREPA, its employees or agents dming or after the Tenn independently of this
Agreement.

Contractor shall not have or obtain any right, title, or interest in or to any PREPA IP. The Services
provided by Contractor hereunder shall be deemed "work made for hire" in PREPA's favor. Other
than such "work made for hire" in PREPA's favor that may be hired under this Agreement, Contractor
has, retains and will own all of the right, title and interest (including patents, copyrights, mask work
rights, trade secrets and any other intellectual property rights) in and to its products and services,
related data, documentation and information, including all upgrades, updates, modifications,
development, revisions, changes, copies, translations, compilations, derivative works, improvements
and successor products and services thereto developed by Contractor, its employees or agents prior
to the Effective Date and intellectual property developed by Contractor, its employees or agents,
during or after the Tenn, independently of the works made for hire for PREPA under this Agreement
("Contractor IP").

7. Confidential Information.

7. I Confidential Information. The Parties acknowledge that dming the Term of this Agreement,
they may develop or be exposed to Confidential Information ofthe other Pai1y. The Parties
agree at all times dming the Term of this Agreement and thereafter, to hold in strictest
confidence, and not to use, or to disclose to any person, firm, corporation, or other entity,
without written authorization of the other Pa11y, any Confidential Information. As used herein,
"Confidential Information" means (i) with respect to LUMA: any and all written or oral
information (whether or not on paper, in electronic form, or otherwise, whether or not marked
or identified as confidential, and whether or not disclosed or learned prior to the execution of
this Agreement) disclosed to Contractor or its personnel by or on behalf ofLUMA or any of
LUMA's affiliates, or learned by Contractor or its personnel dming the comse ofperfonning
the Services, including all offers, maps, repo11s, assay or other statistical, geological, or
geophysical data, technical data, financial, operating, or other information, in each case related
to the business, operations, assets, or affairs of LUMA or any of LUMA's affiliates, or
confidential information ofthird par1ies to whom LUMA or any of LUMA's affiliates owes an
obligation of confidence, to the extent notice of such obligation is given to Contractor, and any
derivatives of any such information; (ii) with respect to PREPA: any and all written or oral
information (whether or not on paper, in electronic form, or otherwise, whether or not marked
or identified as confidential and whether or not disclosed or learned prior to the execution of
this Agreement) disclosed to Contractor or its personnel by or on behalf of PREPA, or learned
by Contractor or its personnel in the comse of performing the Services, deemed information
6
that if disclosed would pose a threat to public security and/or safety, or any other information
considered PREPA's privileged or confidential information pursuant to applicable Law: and
(iii) with respect to Contractor: any and all written or oral information (whether or not on paper,
in electronic form, or otherwise, whether or not marked or identified as confidential and
whether or not disclosed or learned prior to the execution of this Agreement) disclosed to
LUMA and/or PREPA or its personnel by or on behalf of Contractor, or learned by LUMA
and/or PREPA or its personnel in the course of the execution of this Agreement, deemed
information that if disclosed would pose a threat to Contractors Business or trade secrets, or
any other information considered Contractor's privileged or confidential information pursuant
to applicable Law.

7.2 Return of Confidential Information. Contractor shall retain Confidential Information related to
this Agreement only for so long as is necessary to provide the Services under this Agreement.
Upon completion of such Services, Contractor shall turn over to PREPA (and will not keep in
its possession, recreate, or deliver to anyone else) any and all devices, records, data, notes,
reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches,
materials, flow charts, equipment, other documents or propmiy, or reproductions of any
aforementioned items developed by or otherwise belonging to PREPA or LUMA. All
derivative materials, including notes, memoranda, analysis, and other internal documents
developed using or in connection with the Confidential Information, and copies thereof
developed in connection with the Services shall be considered Confidential Information and
subject to the obligations of this article.

8. Conflict oflnterest. The Contractor ce1iifies that:

8.1 none of its representatives under this Agreement are employed by or receive payment or
compensation for such employment from any governmental agency, body, public
corporation, or municipality of Puerto Rico.

8.2 no Pue,10 Rico government, PREPA or LUMA employee has any personal or economic
interest in this Agreement.

8.3 it may have service contracts with other governmental agencies, bodies, public corporations, or
municipalities of Puerto Rico, but such contracts do not constitute a conflict of interest for the
Contractor, with PREPA or LUMA, or otherwise bias the Contractor's judgement, in its
performance of the Agreement.

8.4 at the time of execution of this Agreement, it does not have any other contractual relationship
that could be deemed to constitute a conflict ofinterest for the Contractor, or otherwise bias the
Contractor's judgement, in its performance of the Agreement.

8.5 it had no involvement in preparing the specifications or work statements contemplated under
this Agreement.

8.6 it did not, prior to submitting a proposal, have access to another competitor's proprietary
information that was obtained from a Pue1io Rico government official, PREPA or LUMA
without proper authorization; and

8.7 it did not, prior to submitting a proposal, have access to source selection information (i.e.,
information prepared for use by PREPA or LUMA for the purpose of evaluating a bids or
proposals to enter into an agreement, if that information was not previously made available to
the public or disclosed publicly) that is relevant to the Agreement but was not available to all
7
competitors, and such information would assist that contractor in obtaining the contract.

(a) The Contractor acknowledges that it has a duty of ethical behavior towards PREPA. Such
duty includes that Contractor shall not have interests that conflict with PREPA's interests
in this Agreement or the Services pursuant to this Agreement. Those conflicting interests
include the following (which are illustrative and not exhaustive):
(i) the representation of clients which have, or may have, interests opposed to those
of PREP A in relation to the Services (if applicable based on the type of Services
by Contractor).
(ii) when Contractor's conduct is described as such in the canons of ethics that may be
applicable to the Contractor and its personnel or in the laws or regulations
applicable to Contractor and its personnel assigned to the Services.

(iii) when the Contractor, persons that control Contractor, or Contractor's employees,
directors, or officers directly or indirectly, for themselves or any other third party,
obtain, request, or give to PREPA or LUMA or an employee, officer, director, or
agent of PREPA or LUMA, any profit, utility, advantage or gain by way of
improper acts or exercise of undue influence.

I) The Contractor agrees to avoid even the appearance of a conflict of


interest.

2) The Contractor shall have the continuous obligation to promptly


disclose to PREPA if any relationship with third parties could
represent a conflict of interest with PREPA in connection with the
Agreement or the Services. In such case, and in the cases where
PREPA or LUMA discovers the existence of such conflicting
situation, the Contractor agrees that PREPA shall have the authority
to determine, and inform the Contractor in writing, of PREPA's
intention to terminate this Agreement within a thirty (30) day period
of becoming aware of the conflicting situation. During said period,
the Contractor may request a meeting with PREPA to present its
position regarding the alleged conflict of interest, which meeting shall
be promptly granted. In the event the Contractor does not request such
a meeting during the aforementioned thitty (30) day period, or, after
good faith efforts by both Parties, the controversy is not satisfactorily
settled during the referenced meeting, PREPA shall make a
determination to terminate the Agreement.

8.8 In the event that persons that control the Contractor, or any Contractor employee, director, or
officer violates the provisions of this Section 8, and such actions are not cured or by their nature
cannot be cured, it shall constitute a breach of this Agreement.

9. Non-Solicitation.
9.1 During the Term of this Agreement and for a period of two (2) years thereafter, Contractor shall
not, either directly or indirectly, (a) solicit, induce, recruit or encourage any of PREPA's or
LUMA's employees to terminate his or her relationship with PREPA or LUMA (as the case
may be), nor (b) hire or take away (or attempt to hire or take away) any such employee, either
for Contractor or for any other person or entity. As used herein, "employee" shall include any
person that was an employee of PREPA or LUMA at any time during the six (6)-month period
immediately prior to the date on which such solicitation or hiring takes place. The foregoing
non- solicitation covenants shall not apply (I) to a party's public posting or notification of open

8
positions, or (2) to a party's hiring of any employee or agent of the other party as a result of such
public postings or notifications.
9.2 During the Term of this Agreement and for a period of two (2) years thereafter, LUMA and/or
PREPA shall not, either directly or indirectly, (a) solicit, induce, recruit, or encourage any of
Contractor's employees and/or subcontractors to terminate his or her relationship with
Contractor, nor (b) hire or take away (or attempt to hire or take away) any such employee or
subcontractor, either for LUMA and/or for any other person or entity. As used herein,
"employee" shall include any person that was an employee of Contractor at any time during the
six (6)-month period immediately prior to the date on which such solicitation or hiring takes
place; "subcontractor" shall include any person or entity engaged by Contractor during the
Term of this Agreement for the performance of the Services herein, provided that this Section
9 .2 shall apply to a solicitation of Contractor's subcontractors by LUMA and/or PREPA if such
solicitation is for the performance of the same scope of services included in this Agreement.
The foregoing non- solicitation covenant shall not apply (l) to LUMA 's public and competitive
procurement processes, or (2) to LUMA's hiring of any employee or agent of the other party as
a result of such public postings or notifications.

10. Non-Disparagement. During the Term of this Agreement and for a period of one year (l) year
thereafter, the Patties shall not disparage each other, or its services, products or other applications,
or business.

11. Remedies for Breach of Sections 6, 7 and 8.

11.1 Equitable Remedies. Contractor agrees that violation of the provisions of Section 6, Section 7
and/or Section 8 may cause immediate and irreparable harm to LUMA and/or PREPA for which
money damages may not constitute an adequate remedy at law. Therefore, Contractor agrees
that, in the event it breaches said provisions or covenants, PREPA and LUMA (for itself and/or
on behalf of PREP A) shall have the right to seek, in any court of competent jurisdiction, an
injunction to restrain said breach or threatened breach, without posting any bond or other
security.

11.2 Miscellaneous. Should it become necessary for PREPA and/or LUMA to file suit to enforce
the covenants contained herein, and only if PREP A and/or LUMA prevail in such suit, then
PREPA and/or LUMA shall be entitled to recover, in addition to all other damages provided
for herein, the reasonable costs incurred in prosecuting said suit, including reasonable
attorneys' fees. Contractor acknowledges and agrees that the provisions of Section 9 and/or
Section 10 are reasonably designed to protect the valuable interests of PREPA and LUMA and
are reasonable with respect to duration, geographical area, and scope.

11.3 Should it become necessary for Contractor to file suit to enforce the covenants contained herein,
and only if Contractor prevails in such suit, then Contractor shall be entitled to recover, in
addition to all other damages provided for herein, the costs incurred in prosecuting said suit,
including reasonable attorneys' fees. Provided, in addition, that LUMA and/or PREPA shall
pay all charges and expenses, including court costs and reasonable attorneys' fees incurred by
Contractor in any action filed by LUMA and/or PREPA in which Contractor prevails.

12. Relationship of the Parties.

12.1 Independent Contractor. Contractor agrees that this Agreement does not create an agent,
representative or employer-employee relationship between the Contractor and PREPA or
LUMA, and Contractor agrees not to hold itself out as an agent, representative or employee of
PREPA or LUMA. Contractor also agrees that all services hereunder will be rendered by
9
Contractor as an independent contractor. Contractor does not and shall not have any right or
authority whatsoever to assume or to create any obligation or responsibility, express or implied,
on behalf of or in the name of PREPA or LUMA or to bind PREPA or LUMA in any manner.
The Services contracted for shall be on a non-exclusive basis, and PREPA shall be free to
contract one or more other persons for the performance of the same or similar services, or to
perform such services directly.

12.2 Employee Benefits. Neither Contractor nor any person designated by Contractor to perform
the Services shall be eligible to pmiicipate in any employee benefit programs and the like of
PREPA or LUMA. Accordingly, Contractor acknowledges that no state worker's
compensation, unemployment compensation, or disability laws are intended to apply to the
services provided by Contractor as an independent contractor, and Contractor acknowledges
that it shall be responsible for, and comply with, all applicable federal, state, and local income
or payroll tax requirements.

13. Term and Termination: Suspension.

13.1 Term. Unless earlier terminated as set forth herein, the Agreement shall be in effect for thirty
(30) days from the Effective Date (the "Expiration Date").

13.2 Termination for Convenience. This Agreement may be terminated by PREPA at any time for
any or no reason. PREPA may terminate this Agreement for its convenience immediately upon
delivery of written notice to Contractor. Upon such termination, Contractor waives any claims
for damages from the termination without cause including, without limitation, any and all
consequential claims. Contractor's sole right and remedy shall be to recover payment for any
authorized services rendered through the termination date. Contractor shall release all work
produced under this Agreement to PREPA, including but not limited to all Confidential
Information.

13.3 Termination for Cause. PREPA, at its sole discretion, may immediately terminate this
Agreement, or any pmi hereof, for cause in the event of any default by the Contractor, for any
of the following reasons. In the event ofa termination for cause, PREPA shall not be liable to
the Contractor for any amounts ofproducts, supplies, items or services not accepted, and the
Contractor shall be liable to PREPA for any and all rights and remedies provided by law:
(a) The Contractor's grossly negligent performance of services under this Agreement;
(b) The Contractor's failure to comply with the terms and provisions ofthis Agreement;
(c) The Contractor's submission of invoices, data, statements and/or reports that are
intentionally incorrect, incomplete, and/or false in any way;
(d) In PREPA's sole discretion, if termination is necessary to protect the health and safety of
its customers, clients or other contractors as a result of Contractor's willful or grossly
negligent conduct;
(c) If the Contractor becomes or is declared insolvent or bankrupts, or is the subject of any
proceedings relating to its liquidation or insolvency or has a receiver or similar officer
appointed for it, has a receiver of its assets or property appointed or makes an assignment
for the benefit of all or substantially all of its creditors, institutes or causes to be instituted
any proceeding in bankruptcy or reorganization or rearrangement of its affairs, enters into
an agreement for the composition, extension, or adjustment of all or substantially all of its
obligations, or has a material change in its key employees; and/or
(f) The Contractor's inability to perform under this Agreement due to judicial order, injunction
or any other court proceeding.
13.4 Effects of Termination for Convenience. In the event of termination, Contractor shall release
all work produced under this Agreement to PREPA, including but not limited to all Confidential
Information. PREPA may finish the work by whatever method it or its agent may deem
IO
expedient. In such cases, the Contractor shall only be entitled to receive payment for services
rendered up to the termination date. The Contractor agrees that it shall be entitled to no
damages, allowances or expenses of any kind other than as provided in this Agreement in
connection with such termination and does expressly waive any and all claims for consequential
damages, loss of bonding capacity, destruction of business, unabsorbed home office overhead,
lost profit and other such losses or damages.

13.5 Cooperation. If PREPA terminates or suspends this Agreement, Contractor will assist PREPA
in the orderly termination or suspension of the Services, including timely transfer of the
Services to another provider designated by PREPA; provided, however, that PREPA will
reimburse Contractor for the actual reasonable and agreed costs ofrendering such assistance.

14. Insurance. Contractor, at its sole cost and expense, shall at all pertinent times during the Term of this
Agreement possess the insurance coverage set forth in Exhibit D.

15. Indemnification; Limitations on Liability.

15.1 Mutual Indemnification for Certain Claims. Each Party (in such capacity, the "Indemnifying
Party") will defend the other Party and its clients, customers, affiliates, and their respective
directors, officers, employees and agents (each, an "Indemnified Party"), from and against any
threatened or actual third-party suit, proceeding, claim or demand of any nature against an
Indemnified Pmty in which it is alleged that (a) any Services or materials provided pursuant to
this Agreement by the Indemnifying Party infringes any patent, copyright, trade secret or other
intellectual property right of a third party or (b) negligence or willful misconduct on the pa1t of
the Indemnifying Party or its employees or agents that resulted in bodily injury to any person
or damage to any tangible property (each of (a) and (b), a "Third-Party Claim"). In addition,
the Indemnifying Party will indemnify and hold harmless the Indemnified Party from and
against any and all damages, costs and other amounts (including, without limitation, reasonable
attorneys' fees) suffered or incurred by it in connection with (a) the adjudication or settlement
of any Third-Party Claim, provided that the Indemnified Party gives the Indemnifying Patty
prompt notice of such action or proceeding, the Indemnifying Party has control over the defense
or settlement of the claim or proceeding and the Indemnified Patty cooperates with the
Indemnifying Party in the defense of such claim or proceeding; or (b) any material breach by
the Indemnifying Patty of this Agreement.

11
15.2 Limitations on Liability.
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,
INDIRECT, CONSEQUENTIAL DAMAGES OR THE LIKE, EACH OF WHICH IS
HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF
WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER PREPA HAD
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
PREPA'S AGGREGATE LIABILITY TO CONTRACTOR OR ANY THIRD PARTY
FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS,
LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO
THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL
THEORY, EXCEED THE TOTAL FEES PAID BY PREPA TO CONTRACTOR
RELATED TO THE SERVICES THAT GAVE RISE TO SUCH CLAIM. THE
LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN
THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 15.2 WILL
SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS
AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) In no event shall Contractor be liable under any reason (including without limitation, for
breach of contract, breach of warranty, gross negligence, negligence, or other tort claim)
arising out of or related to this agreement, and regardless ofthe form of action or legal theory,
in excess ofthe amount ofPREPA's actual provable direct damages and may be liable only
up to the amounts PREPA paid Contractor for the Services that are subject ofthe claim. In no
event, however, will contractor be liable to PREPA (in the aggregate for all claims made
with respect to a specific Service) for more than the amount paid by the PREPA to Contractor
for such specific service for the six (6) month period prior to the claim. In addition, in no
event, Contractor's aggregate liability for all claims arising under or relating the Agreement
exceed the amount stated herein. They are the maximum liability for which Contractor may
be found liable.

(c) The limitations specified in this Section 15.2 will smvive and apply even if any limited
remedy specified in this agreement is found to have failed in its essential pmpose.

16. Duty to Mitigate: Each Party has a duty to mitigate any damages or losses that would otherwise be
recoverable from the other Party pursuant to this Agreement by taking appropriate and commercially
reasonable actions to reduce or limit the amount of such damages or losses.

17. Dispute Resolution. ]fa dispute arises out of this Agreement, the Parties shall attempt to resolve the
dispute first through direct discussion. If the dispute cannot be settled through direct discussion, then,
except for the enforcement of remedies provided in Section 11, any such dispute shall be determined
by binding arbitration administered by the American Arbitration Association in accordance with the
provisions of its Commercial Arbitration Rules. Such arbitration shall be conducted in San Juan,
Pue1io Rico in the English language. The judgment of the arbitrators shall be final and binding on
the Parties, and judgment upon the award rendered by the arbitrators may be entered and enforced by
any court ofthe United States or any state thereofhaving jmisdiction.

18. Force Majeure Events.


18.1 Force Majeme Event means any act, event, circumstance, or condition (other than lack of
finances) whether affecting the logistics business globally, global supply business, LUMA,
PREPA, Contractor or Contractor's Sub-contractors that (i) is beyond the reasonable control of
and unforeseeable by, or which, if foreseeable, could not be avoided in whole or in part by the
12
exercise of due diligence by the Party relying on such act, event or condition as justification for
not performing an obligation or complying with any condition required of such Party under this
Agreement, and (ii) materially interferes with or materially increases the cost ofperforming such
Party's obligations hereunder, to the extent that such act, event, circumstance or condition is not
the result of the willful or negligent act, error or omission or breach of this Agreement by such
Party; provided, however, that the contesting in good faith or the failure in good faith to contest
such action or inaction shall not be construed as a willful, negligent or grossly negligent act,
error or omission or breach of this Agreement by such Party. Subject to the requirements
specified in the foregoing paragraph, Force Majeure Event will include, by way of example and
without limitation, the following acts, events or conditions: (!) an act of God, electric power
blackout, landslide, lightning, storm, emihquake, fire, explosion, flood or similar occurrence;
(2) war, armed conflict, invasion, acts of terror, acts of civil or military authority, sabotage or
similar occurrence, computer sabotage or virus, acts ofa public enemy, acts of a foreign enemy,
extortion, blockade, embargo, revolution, interference by military authorities, quarantine,
epidemic, insurrection, riot or civil commotion or disturbance or civil disobedience; (3) to the
extent not covered by (I) or (2) above, any event that causes any federal or Commonwealth
Governmental Body to declare any portion of the shipping area or receiving area pati of a
"disaster zone," "disaster area," "state of emergency" or any similar pronouncement; (4) a
Change in Law; (5) the preemption of materials or services by a Governmental Body in
connection with a public emergency or any condemnation or other taking by eminent domain
of any portion of the shipping System; (6) strikes, boycotts, work stoppages, lockouts or other
labor or employment disputes or disturbances with respect to the logistics industry; (7) an
unanticipated, significant and sustained interruption or curtailment of the global logistics
business outside the ordinary course; and (8) economic conditions, interest or inflation rates,
material increases in rates of Subcontractors, insurance costs, commodity prices or currency
fluctuations, exchange rates.

18.2 Notice; Mitigation.


(a) Notice. The Pmiy claiming a Force Majeure Event (the "Claiming Patiy") shall notify the
other Pmiy in writing, on or promptly after the date it first becomes aware of such Force
Majeure Event, followed, within five (5) Business Days, by a written description of (i) the
Force Majeure Event and the cause thereof (to the extent known), (ii) the date the Force
Majeure Event began and its estimated duration, (iii) the manner in which and the estimated
time during which the performance of the Claiming Party's obligations hereunder will be
affected, and the impact, if any, on any scheduled services, and (iv) mitigating actions that
the Claiming Party plans to take in order to reduce the impact of the Force Majeure Event;
provided that the Claiming Party's failure to promptly notify the other Party shall not
preclude the Claiming Party from obtaining relief with respect to the Force Majeure Event
if the other Party has not been prejudiced by the Claiming Party's delay to provide prompt
notice.

(b) Mitigation. Whenever a Force Majeure Event shall occur, the Claiming Patty shall, as
promptly as reasonably possible, use commercially reasonable effotis to mitigate or
eliminate the cause therefor, reduce costs resulting therefrom, mitigate and limit damage
to the other Party and resume full performance under this Agreement.

18.3 Burden of Proof. The Claiming Party shall bear the bmden of proof as to the existence and
impact of the Force Majeure Event and shall furnish promptly in writing (if and to the extent
available to it) any additional documents or other information relating to the Force Majeure
Event reasonably requested by the other Party. While the Force Majeure Event continues, the
Claiming Party shall give notice to the other Party before the first day of each succeeding month
update the information previously submitted with respect to the nature, cause, impact, and
potential duration of the Force Majeure Event pursuant to this Section 18. The Parties hereby
13
agree that, in the event that a Dispute arises between the Parties in connection with whether and
to the extent an event, circumstance or condition constitutes a Force Majeure Event, or whether
such Force Majeure Event continues, the matter shall be subject to resolution in accordance
with Section 17 (any such Dispute, a "Force Majeure Event Dispute").

19. Miscellaneous.

19. I OMA acknowledgement: Assignment. By executing this Agreement, Contractor acknowledges


and agrees that it has reviewed the OMA located at: https://aafaf.pr.gov/p3/wp­
content/uploads/2020/06/executed-consolidated-om-agreement-td.pdf pursuant to which
LUMA has agreed to provide certain services to PREPA and Administrator as more specifically
set out therein. Pursuant to Section 11.2 ofthe OMA, Contractor acknowledges and agrees that
all warranties and other rights related the T&D System (as defined in the OMA), including
contracts such as this Agreement, shall be assignable to Administrator or a person designated
by Administrator, solely at Administrator's election and without cost or penalty, at the end of
the Term (as defined in the OMA) or upon early termination ofthe OMA. Contractor may not
assign this Agreement without the prior written consent ofPREPA.

19.2 Publicity. All advertising, press releases, public announcements, and public
disclosures(including, but not limited to, on social media sites, such as Facebook, Instagram,
etc.) by either Paiiy relating to this Agreement that includes (a) the other Party's name, trade
names, trademarks, logos, service marks or trade dress (collectively, "Name") or (b) language
from which the connection ofsuch Name may be inferred or implied, will be coordinated with
and subject to approval by both Parties prior to release, which approval shall not be
unreasonably withheld or delayed by the other Party. Notwithstanding, LUMA may disclose
public information and/or documentation regarding this Agreement and the performance ofthe
scope of services when required by applicable law without requiring the approval from
Contractor.

19.3 Compliance with Applicable Law. Contractor represents, warrants and covenants as to the
matters specified in Exhibit C - Government Contracting Requirements, which are
requirements that PREPA is obliged by Puerto Rico law and the OMA to obtain from its
Contractors (as defined in the OMA).

19.4 Third Party Beneficiaries. Except as set forth with respect to LUMA in this Agreement, the
Parties do not confer any rights or remedies upon any Person other than the parties to this
Agreement and their respective successors and permitted assigns.

19.5 Use ofName. Contractor shall not use the name, logo, trademarks, or trade names ofPREPA
or LUMA in any publicity releases, promotional material, customer lists, advertising,
marketing, or business-generating efforts, whether written or oral, without obtaining
PREPA's/LUMA's prior written consent, which consent shall be given at PREPA's/LUMA's
sole discretion.

19.6 Governing Law. This Agreement shall be construed, interpreted, and applied in accordance
with and governed by the internal laws ofthe Commonwealth ofPuerto Rico without regard to
its choice oflaw principles.

19.7 Notices. Any notice or other communication required or permitted by this Agreement shall be
deemed to have been validly given if the same shall be mailed by registered, certified mail,
postage prepaid, or electronic mail and addressed to the proper Party at the address provided
below:
14
PUERTO RICO ELECTRIC POWER AUTHORITY
c/o LUMA Energy ServCo, LLC
1250 Avenida de la Constituci6n, 8th Floor
San Juan, PR 00907
Email:

PO Box 364267
San Juan PR 00936-4267San

MONTIMBER INTERNATIONAL, LLC.


700 Papworth Suite 104 Ave
Metairie, LA 70005

19.8 Entire Agreement; Amendment. This Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof and thereof. This Agreement supersedes all
prior or contemporaneous representations, discussions, negotiations, letters, proposals,
agreements, and understandings between the Parties hereto with respect to the subject matter
hereof, whether written or oral. This Agreement may be amended, modified, or supplemented
only by a written instrument duly executed by an authorized representative of each of the
Patties.

19.9 Severability. Any portion or provision of this Agreement that is held to be invalid, illegal, or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent
of such invalidity, illegality, or unenforceability, without affecting in any way the remaining
portions or provisions of this Agreement or, to the extent permitted by law, rendering that or
any other portion or provision of this Agreement invalid, illegal, or unenforceable in any other
jurisdiction.

19.10 Waiver. Either Party's exercise or failure to exercise any right or remedy shall not preclude the
exercise of that or any other right or remedy at any time. Failure by either Party to enforce its
rights and remedies shall not constitute or be construed as a waiver or otherwise preclude such
Party from enforcing the same, or other, rights and remedies in the future.

I 9.11 Counterparts. This Agreement may be executed in any number of counterparts, and may be
delivered originally, by facsimile or by Portable Document Format ("PDF") or other electronic
means and each such original, facsimile copy, PDF, or other electronic document when so
executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same Agreement.

19.12 Headings. Any headings preceding any of the Sections hereof are inserted solely for
convenience ofreference, shall not constitute a part of the Agreement, and shall not otherwise
15
affect the meanings, content, effect, or construction of this Agreement.

19 .13 Time is of the Essence. Time is of the essences with respect to the performance of this
Agreement.

[signature page follows]

16
IN WITNESS WHEREOF, the Parties hereto have caused this Services Agreement to be executed
by their duly authorized representative as of the date of the last signature set fo11h below.

PUERTO RICO ELECTRIC POWER MONTIMBER INTERNATIONAL,LLC.


AUTHORITY, by its agent LUMA ENERGY
SERVCO,LLC EIN:

By: Per:

Jun 14, 2024 Jun 14, 2024


Date: Date:

By:

Authority dated on June 14°1, 2024.

Date: Jun 14, 2024

Adobe Acrobat Sign Transaction Number: CBJCtiBCAABAA2Skl7qs_81\'/wltxGuez8LgwlqGSsH4vO

[Signature Page to the Services Agreement]


EXHIBIT A

Scope of Work ("SOW")

I. The purpose of this request is to provide third party logistic services described herein to address
emergency outage events (OE-June 2, 2024).
2. The Parties have agreed to incorporate to the Agreement the agreed-on Proposal by reference. Said
proposal/Quote number 06132024-1, dated June 13'", 2024, submitted by Contractor and accepted by
Operator has been referenced through the Agreement. The information pertaining to this Exhibit "A"
was subject to minor edits, most of them agreed on during the negotiation phase held thorough several
conference- calls meetings.
3. General Expectations:
3.1 Upon commencement of the contract, the Contractor shall:
(a) Ensure the prompt mobilization and deployment of transportation resources for the two
transformers.
(b) Define the logistical details and timelines for the transportation process, ensuring alignment
with the urgency of the outage event.
(c) Provide to LUMA regular updates and reporting on the status of the transportation.
3.2 LUMA's primary objectives are:
(a) Ensure swift transpmtation and placement of the two transformers to restore power to the
affected areas as quickly as possible.
(b) Reduce the duration of the outage by expediting the logistical processes and minimizing
any delays in the transportation and placement of the transformers.
(c) Adhere to all safety standards and regulatory requirements throughout the transpmtation
and installation processes to protect personnel, equipment, and the public.
4. Overall Scope Description:
4.1 Contractor to provide all-inclusive third-pmty logistics services needed, for the transportation
one (I) transformer from the Buen Pastor Substation, Guaynabo, to the Santa Isabel Substation;
and one {l) transformer from Santa Isabel Substation to LUMA Energy Warehouse Facility in
Ponce.
5. Roles & Responsibilities:
5.1 Contractor:
(a) Provide all necessary equipment and personnel to safely transport the transformers.
(b) Ensure compliance with all safety, regulatory, and legal requirements during the
transpo1tation process.
(c) Maintain clear and continuous communication with LUMA regarding the progress and any
issues that may arise.
(d) Deliver and place the transformers at the designated locations within the estimated
timeframe established in Section 7 herein.
(e) Manage and resolve any unforeseen incidents or emergencies that may occur during
transportation.
(f) Execute the logistics, project cargo planning, and obtain all required permits to perform the
work.

A-1
(g) Provide all police and civilian escorts, traffic management, and coordination required with
all relevant government agencies to perform the work.
5.2 LUMA:
(a ) Provide the vendor with detailed specifications and locations for the transformers' pick-up
and delivery.
(b) Ensure that the transformers are ready for transport and that all necessary preparations are
completed, including removal of transformer oil.
(c) Assist in coordination with local authorities and stakeholders to facilitate smooth
transportation and delivery.
(d) Ensure technical personnel are on-site at both substations to maintain control of safe
operations inside an energized environment.
(e ) Ensure the electrical system on the agreed transportation route is prepared to allow the
convoy to pass safely and will not impede progress.
(f) Monitor the progress of transportation and provide support as needed to address any
challenges.

6. Geographic Scope:
6.1 The Services transportation will be from the following locations:

Substation Substation
Address Y_LAT X_LON
Number Name I
1908 Buen Pastor Camino La Loma,
Guaynabo I
4402 Santa Isabel TC PR 153, Santa Isabel I

7. Project Schedule:
7.1 Estimated Project Duration:

6/15/2024
6/24/2024

8. Scope of Work Requirements:


8.1 Assessment ancl Planning:
(a ) Develop and submit for approval a preliminary logistics plan for transportation of the
transformers, including rigging and equipment configuration requirements, including all
required documentation to obtain approvals from relevant agencies.
(b) Working with the relevant agencies, submitting for and obtaining special permits required
for transportation of the transformers.
(c) Finalize the developed and approved detailed transportation plan following permit
approval, including routes, schedules, and contingency measures.

8.2 Transportation:
A-2
(a) Mobilize and deploy transportation vehicles and personnel.
( b) Load the transformers securely onto the transportation vehicles.
(c ) Adhere to all safety regulations and industry standards during transportation.
(d) Work with relevant agencies and authorities to obtain all necessary escorts, traffic
accommodations, and crowd control.

8.3 Transformers Weight


(a) Buen Pastor Transformer 172,000 lbs.
(b) Santa Isabel TC 115,000 lbs.

8.4 Delivery and Unloading:


(a) Safely unload the transformers at the designated locations.
(b) Conduct an inspection to ensure the transformers are delivered in the same conditions as
received, excluding normal wear and tear occurred in the ordinary course oftranspmtation
or due to inevitable exposure to the weather and climate elements.

8.5 Sea Transportation


(a) Organize and oversee the sea transportation of the transformers from and to the designated
seaport.
( b) Ensure that the shipping vessel complies with international regulations for transpo,ting
heavy cargo.
(c) Monitor weather conditions and manage the shipping schedule, and sea voyage details.

8.6 Transformers Arrivals


(a) Coordinate the uploading and unloading of the transformers at the designated locations.
(b) Inspect the transformers to ensure they have arrived in the same condition as received.
(c) Provide all required documentation and repmts to LUMA and or PREPA.

8.7 Reporting and Documentation:


( a) Provide regular progress reports to LUMA during the transpmtation process.
(b) Document any incidents or deviations from the route plan approved by the Puerto Rico
Department of Transportation and how they were addressed.
(c ) Submit a final report upon completion of the delivery, including a summary of the
transportation process.
(d) Communication and Reporting:
(i) Maintain open and regular communication with all involved parties, including
LUMA's Authorized representative, transpo,tation teams, and all relevant
authorities.

8.8 Business Requirements:


(a) The contractor shall identify and mitigate potential risks associated with transformer
transportation, including accidents, delays, and damage to equipment or infrastructure. The
contractor shall also ensure that the transformers are transpo,ted with care and precision to
prevent any damage or operational issues that may affect their functionality upon arrival.

A-3
8.9 Job Requirements for third-party logistics services provider:
(a) Engage transp011ation company with valid commercial driver's license (CDL) with
approval for transporting oversized loads.
( b) Engage company with proficiency and certification in operating specialized equipment
such as cranes, forklifts, and security devices, in energized substation environments.
(c) Engage company with knowledge of basic vehicle maintenance and troubleshooting.
(d) Familiarity and extensive experience with transportation regulations and permits required
for oversized loads, hazardous materials, and weight restrictions, including requirements
for passing over bridges and other crossings.
(e ) Strong understanding of safety protocols and procedures for working with heavy equipment
and transporting oversized loads.
(f) Collaborative attitude and ability to work effectively as part of a team, including
coordination with other transportation personnel and project stakeholders.

8.10 Regulatory Requirements:


(a) Obtain all necessary permits and licenses required for the transportation of
oversized/overweight loads, hazardous materials (as applicable), and compliance with
weight and dimension restrictions.

8.11 Safety Requirements:


(a ) The contractor shall implement stringent safety and quality control measures throughout
the transp011ation process and ensure that all activities adhere to industry standards and
regulations.

8.12 Permits and Licenses:


(a ) The Contractor shall be responsible for all permits and licensing required to provide the
services. The Contractor shall adhere to and ensure compliance with all applicable laws,
regulations, and induslly standards governing the storage, handling, and delivery of fuels,
including but not limited to environmental, safety, and transportation regulations.

8.13 Project Completion:


(a ) Upon successful delivery and installation of the transformers, ensure all transportation­
related activities are concluded.
( b) Prepare a final report detailing the entire transp011ation process, including timelines, and
any incidents that occurred.
9. Overall Scope of Work Phases
9.1 Bridge Evaluations for DOT Special Permit Application
9.2 DOT Evaluation of culverts along traverse
9.3 DOT Maintenance of traffic Documentation
9.4 DOT Maintenance of Traffic Implementation
9.5 Loading of the transformer at Buen Pastor Guaynabo for transport to Port of San Juan
9.6 Transportation to Port of San Juan
9.7 Loading at Port of San Juan

A-4
9.8 Barge from Port of San Juan to Port of Americas
9.9 Unloading of Transformer at Port of Americas
9.10 Transportation from Port of Americas to Santa Isabel
9.11 Loading of the transformer to pad at Santa Isabel and Loading of old transformer
9 .12 Transportation to Ponce
9.13 Unloading of old transformer at Ponce

A-5
EXHIBITB

/
FEES FOR SERVICES

Phases Fees
Phase I (Invoiced upon issuance of corresponding permit by DTOP) $2,391,850.61
Phase 2 (Invoiced when Buen Pastor Transformer is loaded on trailer) - $2 I 0,5 I 0.60
Phase 3 (Invoiced upon Buen Pastor Transformer arrival at port) - $350,851.00
Phase 4 (Invoiced when Buen Pastor Transformer is loaded on shin) - $70,170.20
Phase 5 (Invoiced upon Buen Pastor Transformer arrival in Port of
Americas)- $200,134.82
Phase 6 (Invoiced upon unloading of Buen Pastor Transformer in Port of
Americas)- $70,170.20
Phase 7 (Invoiced upon Buen Pastor Transformer transportation to Santa
Isabel) - $140,340.40
Phase 8 (Invoiced upon loading of Buen Pastor Transformer on pad and
loading of Santa Isabel transformer) $280,680.80
Phase 9 (Invoiced upon Santa Isabel Transformer delivery at to Ponce) - $140,340.00
Phase IO (Invoiced when Santa Isabel Transformer is set on location in
Ponce)- $140,340.00

Total $3,995,388.63

B- I
EXHIBITB

INVOICE MINIMUM REQUIREMENTS

2.

3.
4.

5.
6.

8,

Material

9..

10.

m.

B-2
EXHIBITB

MAIILI.T t. MOO/ (l 1/-11/•


l' Oh W: , ll ll,Ml:: 01\ C:ON IIIIICT } 11,111)11
CMA , Pll,;() l<H
l lL (JlJJ 610 n n1 IIUC f/81) l ll -4Ul l 0
lfh"()l(I

.....ti

Mlnrn
#t.lllfll�lll4 ,,... /1i,11(•,H••·..,

t'Otofl( IIA1':t
•• tun
® IA\�
\::!:,) &.1,1.,.

,,.,,.,,., 92587
JJNlr>IJ

- - - '®
Clrf• � 1. I•"-' DONADQ
Ua-u1 n7..UI 'MAJ tc• ouArMtAcrJ

a,, Ur" c.-w,t,Ue-"


' .
U•h�• t0fA4,.
EMEl1G[NCY ElECTI\ICAL GENHCATOI\S SERVICE ANO MAltlTENANC£

8 !IRS TRAOAIOS A REQUEI\IMIFNTO (I 2/7/}02] $ 15<1.00 S 1,232.00

MATCRIALES;
(j)
r,o rr C/IDLC !iOOcn,c 600,; (SU.SOX 10!<,) s 14.85 s 891.00
10 fT CJ\DLC 3/0 Ttt�IN ($8.50 X 10") $ 9.3!i $ 93.SO
If; E/\ CONECTOllES 500 CMC ($12.75 )( 10�) $ 14.0) $ 724-48
-
4 CA CONEcrOIIES P/\11/\ 3/0 ($6.00 X 100�) $ 6.60 s l6AO
4 EA ltllMIN/\l lUGS 008lH 500 CMC(SH.00 X JOX,) $ 26.-10 $ 105.60

0£SGIOSF;

lAIIOII� $1,232.00
® I

MMElll/\LE� $1,340.98

�u---
• bTotal
n ,�
~

$2,572.98

�,,1,nc..-- l'l'IIC'u.r>n r ,,. ·o .... ,,..


"3\ \\)\ zz.
..
$2,572.98

C --
TOTM.
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11-Ctj)II, 11
, ,1 ,uu)I I r h •,to <leM fl! O"- �'tli't.lO
1,,i':111 fl 'Ml\•
_ ____ _____ _
uutl-"ADtllll-.l..-u.witUl"-,tUl:11UOOt.A•W1�HtUu�•uu,�u•u11cu,utfu&11«unuautw.::.h..,;(.'utl,-,._.61•1,;.IJ.ilt..,.

®
___ _ � �
•.,••• , .. ,LtJ,M.t ........ u .. ,,en••.alUJHOI.IUll(t'tll1h.Ua11•M11n...-,........ ,ntttu1n1A,�• ...,,.U.At11MUU,t..L.-WU�HUltt1Mtn
�l.LW. .. ,..,__,.r,l.1llll,,,U�.&f.lo!IM;iu1IU.UUIAt.01,•tlU....t •A"'JEAtlMN--'IU-aUrtbiLlolltlU.--...�i>
. 1111 (.O�h,ftitttU!a
....,_.. CJl"illl$Uu:,e,iu-..,uu.��hlNt::LAulU1AA«\.t.l\U..,H�-�···•,.•utUUhl0'l.lU'r<uuu·1(\lJril �
IJOl 'f'IJOJntl1 \I I •1 fflHt IN(ll(ll U•jl.0:tt11,U I IUH'li 1'A0)Ult 1�t•,o\'1 ICOSI,

The figure above is for illustration purposes of the Minimum Requirements on invoices from Contractors.

B-3
EXHIBITC

GOVERNMENTCONTRACTING REQUIREMENTS

Contractor acknowledges and agrees as follows:

I. Contractor, for itself and its members or paiiners (if Contractor is a paiinership under the Puerto Rico
Internal Revenue Code of2011, as amended), represents and warrants that as of the Effective Date
(a) neither it nor its members or partners, as applicable, has any outstanding debts for unemployment
insurance, temporary disability, or chauffeur's social security with the Department of Labor and
Human Resources ofthe Commonwealth, workman's compensation with the State Insurance Fund,
income taxes or sales and use taxes with the Depatiment ofTreasury ofthe Commonwealth, or real
or personal propetiy taxes with the Municipal Revenues Collection Center ("CRIM") or (b) it or its
members or partners, as applicable, have a payment plan in place with respect to any outstanding debt
for the foregoing items and have complied therewith.

2. Contractor hereby certifies that it is in compliance with any applicable obligation it may have with
the Puerto Rico Child Support Administration (Ad111inistraci611 de Sustento de Menores (ASUME)).
As evidence thereof, Contractor has delivered to PREPA a certification issued by ASUME certifying
that Contractor does not have any debt, outstanding debt, or legal procedures to collect child suppoti
payments that may be registered with ASUME.

3. Contractor hereby certifies that ifthere is any Judicial or Administrative Order demanding payment
or any economic suppoti regarding Act 168-2000, as amended known as the "Law for the
Strengthening ofthe Family Support and Livelihood of Elderly People", the same is current and in
all aspects in compliance.

4. Any and all necessary waivers regarding the Agreement have been obtained from any government
entity and said waivers shall become part ofthe contracting file.

5. Contractor shall have delivered to PREPA prior to, or shall deliver on, the Effective Date:

(a) a copy of its current Certificate oflncorporation, Certificate ofOrganization or Cetiificate of


Authorization to do Business in Pue,to Rico issued by the Puerto Rico Department ofState, as
applicable; and

(b) the following certifications, in each case dated no earlier than sixty (60) days prior to the
Effective Date ofthis Agreement:

i. a copy of Contractor's Merchant Registration Certificate.

ii. a Certificate of Good Standing issued by the Puerto Rico Department of State.

iii. a certification issued by the Puerto Rico Treasury Department indicating that Contractor
and its members and partners, ifapplicable, do not owe Puerto Rico sales and use taxes
to the Commonwealth ofPuerto Rico.

iv. a Puerto Rico Sales and Use Tax Filing Certificate issued by the Puerto Rico Treasury
Department reflecting that Contractor has filed its Puerto Rico Sales and Use Tax returns
for the last sixty (60) tax periods.

C- I
v. a certification issued by the Puerto Rico Treasury Department indicating that Contractor
and its members and partners, if applicable, do not owe Pue110 Rico income taxes to the
Commonwealth.

vi. a Puerto Rico Income Tax Filing Certificate issued by the Puerto Rico Treasury
Department reflecting that Contractor has filed its Puerto Rico Income Tax returns for
the last five (5) tax years.

vii. an all-concepts debt certification issued by CRIM reflecting that Contractor does not owe
any taxes to CRIM with respect to real or personal property;

viii. a certification issued by the Puerto Rico Child Support Administration reflecting that
Contractor is in compliance with the withholdings required to be made by employers
under applicable laws.

ix. a certification issued by the Puerto Rico Labor Department reflecting that Contractor is
in compliance with the withholdings required to be made by employers with respect to
Unemployment and Disability Insurance; and

x. a sworn statement, signed before a notary public, in the form attached hereto as
Attachment 1.

(c) Contractor may provide a RUP Certification in lieu of providing each individual certification
listed in Section 5/b).

6. In providing the services, Contractor, covenants, represents, and warrants to PREPA as follows:

( a) Neither Contractor, its subsidiaries, or affiliates, nor, when acting on behalf of Contractor or its
subsidiaries or affiliates, any director or officer or employee of Contractor or its subsidiaries or
its affiliates (together "Contractor Group Members" and each a "Contractor Group Member")
shall violate, conspire to violate, or aid and abet the violation of any Anti-Corruption Laws. No
funds transferred by LUMA to Contractor shall be transferred by Contractor or any Contractor
Group Member, directly or indirectly, in violation of any Anti-Corruption Laws.

(b) Neither Contractor nor any Contractor Group Member are Sanctioned Persons or are located,
organized or resident in a Sanctioned Country. Neither Contractor nor any Contractor Group
Member shall directly or, knowingly, indirectly, engage in any transactions or business activity
of any kind with a Sanctioned Person or a Person located, organized or resident in a Sanctioned
Country. No funds transferred by PREPA to Contractor shall be transferred by Contractor or
any Contractor Group Member, directly or indirectly, to a Sanctioned Person, a Person located,
organized or resident in a Sanctioned Country, or in violation of Sanctions;

(c) Contractor and Contractor Group Members shall maintain and implement policies, procedures
and controls reasonably designed to ensure compliance by Contractor with the Anti-Corruption
Laws and Sanctions;

(d) Contractor shall promptly notify PREPA in writing if, to Contractor's knowledge, Contractor,
or any Contractor Group Member, in connection with this Agreement or the Services, becomes
subject to any investigation by law enforcement or regulatory authorities in connection with
the Anti-Corruption Laws or Sanctions;

C-2
(e) Contractor shall at all times comply with all applicable Law regarding non-discrimination;

(f) Contractor attests, subject to the penalties for pc1jury, that no member of Contractor or
Contractor Group, directly or indirectly, to the best of Contractor's knowledge, entered into or
offered to enter into any combination, conspiracy, collusion, or agreement to receive or pay any
sum of money or other consideration for the execution of this Agreement other than that which
is expressly set forth in this Agreement;

(g) Contractor shall inform PREPA if, at any time during the Tenn, there are any material Tax
disputes with any Governmental Body of the Commonwealth;

(h) Contractor shall inform PREPA if, at any time during the Term, it or any of its Contractor
Group Members becomes aware that any of them are subject to investigation in connection
with criminal charges related to acts of corruption, the public treasury, the public trust, a public
function, or charges involving public funds or property;

(i) Pursuant to Section 5(f) of Act 120 and subject to the provisions of the OMA, Contractor shall
at all times comply with the public policy and regulatory framework applicable it with respect
to the T&D System; and

U) In delivering the goods or services, Contractor shall:

i. to the extent that the goods or services are subject to rules of ethics of a profession,
comply with any such applicable rules;

ii. to the extent that the goods or services involve performance of architectural, engineering,
land surveying and landscape architecture services governed by Act No. 173 of the
Legislative Assembly of Puerto Rico, enacted on August 12, 1988, as amended ("Act
173 "), comply with Act No. 173; and

iii. as required by Article 11 of Act No. 14-2004, use commercially reasonable efforts to use,
to the extent available and applicable to the goods or services, and to the extent permitted
by law and the Federal Funding Requirements, goods extracted, produced, assembled,
packaged, bottled, or distributed in the Commonwealth of Puerto Rico by businesses
operating in the Commonwealth of Puerto Rico or distributed by agents established in
the Commonwealth of Puerto Rico.

7. Consequences of Non-Compliance. Contractor expressly agrees that the conditions outlined


throughout this Exhibit C are essential requirements to contract with PREPA. Consequently, should
any of these representations, warranties, and certifications be incorrect, inaccurate, or misleading, in
whole or in part, then this will be deemed a material breach by Contractor and permit PREPA to
terminate the Agreement. PREPA shall also have the right to terminate the Agreement in the event
of Contractor's gross negligence, dereliction of duties or breach of the Agreement, without limiting
any other rights and remedies that PREPA may have as a result thereof, including, in the remedies
available to it under Act No. 2-2018.

8. Contractor hereby certifies that it has not been convicted in any Pue11o Rico or United States Federal
court of any of the crimes under Articles 4.2, 4.3 or 5.7 of Act No. 1-2012, as amended, known as the
Organic Act of the Office of Government Ethics of Puei1o Rico ("Act 1-2012"), any of the crimes listed
in Articles 250 through 266 of Act No. 146-2012, as amended, known as the Pue110 Rico Penal Code
("Act 146-2012"), any of the crimes typified in Act No. 2-2018, as amended, known as the

C-3
Anti-Corruption Code for a New Puerto Rico ("Act2-2018") or any other felony that involves misuse
of public funds or property, including but not limited to the crimes mentioned in Article6.8 of Act
No. 8-2017, as amended, known as the Act for the Administration and Transformation of Human
Resources in the Government of Puerto Rico- ("Act 8-20 l7").

PREPA shall have the right to terminate the Agreement in the event Contractor is convicted in Pue110
Rico or United States Federal court of any of the crimes under Articles 4.2, 4.3 or 5.7 of Act No. 1-
2012, any of the crimes listed in A11icles 250 through 266 of Act No. 146-2012, any of the crimes
typified in Act No. 2-2018 or any other felony that involves misuse of public funds or property,
including but not limited to the crimes mentioned in A11icle6.8 of Act No. 8-2017.

Furthermore, Contractor agrees to comply with the provisions of Act 2-2018, as the same may be
amended from time to time.

9. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in
the OMA.

Interagency Services Clause: Pursuant to Memorandum No. 2021-003, Circular Letter001-2021, of the
Office of the Governor of Pue110 Rico and the Office of Management and Budget, both Parties acknowledge
and agree that the contracted services herein may be provided to any entity of the Executive Branch which
enters into an interagency agreement with PREP A or by direct provision of the Office of the Chief of Staff
of the Governor of Puerto Rico. These goods or services will be performed under the same terms and
conditions regarding hours of work (if applicable) and compensation set forth in the Agreement.

Termination Clause: To the extent required by Act No. 3-2017 and OE-2021-003, or other applicable law,
order or circular letter, the office of the Chief of Staff shall have the authority to terminate this Agreement
at any time; provided that in any such event Contractor shall be entitled to payment in full for the Services
provided by it through the date of termination.

PREPA certifies that, to the extent applicable, the Agreement has the appropriate governmental
authorizations necessary for its execution, and according to the provisions in the Act No. 3-2017, known as
the "Act to Address the Economic, Fiscal, and Budget Crisis to Guarantee the Operations of the Government
of Puerto Rico." Furthermore, PREP A ce11ifies that, also to the extent applicable, it has obtained written
approval of the Government Chief of Staff and the Office of Management and Budget, pursuant to
Memorandum Number2017-001 and Circular Letter141-17.

C-4
Attachment 1
Form of Sworn Statement

SWORN STATEMENT

ACT2-2018

I, --------� of legal age, single/married, ________ and resident of


------- - - -� hereby solemnly swear:

• That my personal status is the one stated above.

• That hold the position of _______ _____ of


__________ (hereinafter referred to as the "Contractor") organized as a
__________ _ under the laws of ___________ [with the
Federal Identification No.] _________

• That I am authorized to represent the Contractor and all of its partners and members (if
applicable) for purposes of this affidavit.

• That neither the Contractor nor any of its presidents, vice-presidents, directors, managers,
executive directors or members of its Board of Directors, or persons that fulfil similar tasks,
have been convicted of, nor have they pleaded guilty to, any of the crimes in Article 6.8 of
Puerto Rico Act No. 8-2017, as amended, known as the "Act for the Management and
Transformation of the Human Resources of the Government of Puerto Rico" or for any of
the crimes listed in Puerto Rico Act No. 2-2018, known as the "Anti-Corruption Code for
a New Puerto Ried'.

• No commissions or bonuses have been paid, in cash or in kind, and there is not commitment
for the future payment of any such commissions or bonuses to any public official, employee
or any former public official that patticipated in the negotiations and transactions
contemplated by the Contractor's agreement with the Puerto Rico Electric Power Authority
while working for the Government of Puerto Rico.

• That everything stated above is true to the best of my knowledge, information, and belief
and thus, to make it public I sign this declaration in o"'f'-'---'2'-"0'--'-----

By:.________ _ _ ___ Name:


Title:

Affidavit No.----� this ___ day Sworn and subscribed before me by __� of the personal
circumstances stated above, in his/her capacity as _ of _; who is
personally known to me or whom I have identified pursuant the following form of identification:
-------------� th is_ day of__� 20_.
EXHIBITD
INSURANCE REQUIREMENTS

Contractor during the Term of this Agreement shall secure and maintain in full force and effect and
until the end of the warranty period, if any, as provided herein, policies of insurance covering all
operations engaged in by the Services Agreement as follows:

(i) Commonwealth of Pue,to Rico Workmen's Compensation Insmance:

The Contractor shall provide Workmen's Compensation Insurance as required by the


Workmen's Compensation Act 45-1935 of the Commonwealth of Puerto Rico. The
Contractor shall also be responsible for compliance with said Workmen's Compensation
Act by all its subcontractors, agents, and invitees, if any, or shall certify that such
Subcontractors, agents, and invitees, if any, have obtained said policies on their own
behalf.

The Contractor shall furnish a certificate from the Puerto Rico's State Insurance Fund
showing that all personnel employed in the Services Agreement are covered by the
Workmen's Compensation Insurance and including the Agreement Number, in
accordance with this Services Agreement.

(ii) Employer's Liability Insurance:

The Contractor shall provide Employer's Liability Insurance with minimum bodily injury
limits of at least $1,000,000 for each employee and at least $1,000,000 for each accident
covering against the liability imposed by law upon the Contractor as result of bodily
injury, by accident or disease, including death arising out of and in the comse of
employment, and outside of and distinct from any claim under the Workmen's
Compensation Act of the Commonwealth of Pue,to Rico (extraterritorial coverage).

(iii) Commercial General Liability Insurance:

The Contractor shall provide a commercial general liability insmance with a limit per
occurrence of at least five million dollars ($5,000,000) (plus associated defense costs)
covering all sums which the insureds may become legally obligated to pay as
compensatory damages because of bodily injury, death, or property damage to Third
Parties and resulting under this Services Agreement. This limit can be met by a
combination of primary commercial general liability policy and follow-form
excess/umbrella liability policy. The policy shall by its wording, or by endorsement
include, but not be limited to the following:

(A) broad form prope1ty damage;

(B) blanket contractual liability;

(C) products and completed operations liability for a period not less than twenty-four
(24) months from the date of Services Agreement.

(iv) Commercial Automobile Liability Insurance:


The Contractor shall provide a Commercial Automobile Liability Insurance with limits
of at least $2,000,000 combined single limit covering all owned, leased, or scheduled
autos, non-owned, and hired autos (including trailers). This limit can be met by a
combination of primary commercial automobile liability policy and follow-form
excess/umbrella liability policy. The Contractor agrees to require all its Subcontractors,
if any, to procure and maintain similar coverage.

(v) Inland Marine/ Ocean Cargo Insurance:

Unless otherwise provided in this Services Agreement, if the Work involves materials
and/or goods that are being procured outside of Puerto Rico or North America,
Ocean Cargo I Inland Marine insurance to provide coverage for any materials, equipment
(including the Equipment), or property supplied under or used in the performance of the
Work and intended to be incorporated into the Work which is transported from outside
Puetto Rico or the continental U.S.A. either by air, ocean and land, which coverage shall
be on an excess and difference in conditions basis to any marine cargo insurance carried
by Subcontractors. Such insurance will be in an amount equal to the full replacement
value of the materials, equipment (including the Equipment), or property insured, written
on an all-risk's basis, including war and strikes extensions and including transhipment
and interim storage risk where applicable. Contractor shall maintain a basic coverage of
$500,000. Cargo value and its coverage will be determined on each work assigned to
Contractor and reflected on each quote as agreed with Owner. This insurance policy must
include "loading" and "unloading" as applicable.

(vi) Pollution Liability Insurance:

Unless otherwise provided in this Services Agreement, if the Work has potential for
Environmental impact or handling of Hazardous Materials, contractor's pollution
liability insurance in the amount of five million dollars ($5,000,000) per occurrence.
Such insurance shall cover claims for bodily injury, property damage, clean-up costs, and
related legal defense expenses for pollution conditions that result from, or are disrupted
by, the services rendered in performance of this Agreement or any Work Order by or on
behalf of Contractor. Coverage will include extensions for transportation and off-site
disposal (if applicable) and will not be restricted by any time element limitations, mold,
asbestos, lead based paint, or insured vs. insured exclusions preventing Owner from
bringing a claim against other insureds. The policy will apply to pollution conditions on,
at, under, or migrating from the Site. If the policy is written on a "claims made" basis,
Contractor shall provide Owner with proof of renewal for the two (2) years following
Agreement expiry. Fwther, Owner may require Contractor to purchase an extended
repmting endorsement at Contractor's sole expense.

Requirements Under the Policies:

The Commercial General Liability, Commercial Automobile Liability and, if applicable,


insurance policies required under this Services Agreement shall be endorsed to include:

a. As Additional Insured:

LUMA Energy Servco, LLC / Puerto Rico Electric Power Authority (PREPA)
Risk Management Office
PO Box 364267
San Juan, PR 00936-4267

b. A 30 days' cancellation or nonrenewable notice to be sent to the above address.

c. An endorsement including this Services Agreement under contractual liability


coverage and identifying it by number, date, and parties to this Wheeling Service
Agreement.

d. Waiver of Subrogation in favor of LUMA Energy Servco, LLC / Puerto Rico Electric
Power Authority.

e. Breach of Warranties or Conditions:

"The Breach of any of the Warranties or Conditions in this policy by the Insured
shall not prejudice LUMA Energy Servco, LLC's I PREPA 's rights under this
po!icy. 1'

The inclusion of a "Separation of Insureds" clause may be submitted as an alternative.

General Provisions for Insurance to be Provided by Contractor

With respect to the policies of insurance procured by Contractor


hereunder:

(i) Contractor and its Subcontractors will furnish Owner with certificates of insurance
for inspection by authorized representatives of Owner within thirty (30) Business
Days of Agreement or Subcontract execution and immediately upon renewal of
any insurance policy. All required policies of insurance shall be in a form
acceptable to LUMA and shall be issued only by insurance companies authorized
to do business in Puerto Rico. The Contractor shall furnish a certificate of
insurance in original signed by an authorized representative of the insurer in
Puerto Rico, describing the coverage afforded. If Owner requests, Contractor and
its Subcontractors will also furnish Owner with policies ofinsurance for inspection
by authorized representatives of Owner. The furnishing of insurance by
Contractor or its Subcontractors does not limit any of the other obligations or
Liabilities of Contractor under this Services Agreement. The bankruptcy or
insolvency of any insurance company or the failure of any insurance company to
pay any claim under an insurance policy will not be construed as a waiver or
release of Contractor's obligations or Liabilities under this Services Agreement;

(ii) Contractor shall provide a Certificate from Puerto Rico's State Insurance Fund
that includes this Services Agreement identified by its number before
commencement date of this Services Agreement.

(iii) If Contractor fails to provide to Owner satisfactory evidence of Contractor's


Insurance upon request or, if after providing such evidence, the policy lapses, is
cancelled, or is reduced in coverage and or below total limits required in this
Services Agreement, then in each such case, Owner may without restricting any
of its other rights and remedies arising from such failure, whether under this
Services Agreement or pursuant to any Laws, procure and maintain such insurance
in the name of Contractor, the cost of which shall be payable by Contractor to
Owner on demand, and Owner may, at its option, deduct such cost as off-set from
any monies which are due or may become due to Contractor. Total required limits
can be met with any combination of primary and follow - form excess (e.g.
Umbrella Policy);

(iv) Contractor shall ensure that all Subcontractors engaged in this Services Agreement
shall procure insurance in accordance with standard industry practice. Before
permitting any Subcontractors to perform any Services, Contractor shall obtain a
certificate of insurance from each Subcontractor evidencing such insurance. If any
subcontract employees are principally employed in a jurisdiction other than Puerto
Rico, but involved in this Services Agreement, their workers' compensation and
employer's liability policy shall be extended to include extra-territorial coverage.
Notwithstanding the generality of the foregoing, Contractor shall ensure that all of
its Subcontractors have and continuously maintain effective workers'
compensation or equivalent insurance in any jurisdiction in which its
Subcontractors perform any Services, and specifically in respect of any Services
related to this Services Agreement;

(v) Owner, its Affiliates, and their respective personnel, Subcontractors, all Other
Project Participants, and all other parties having a contractual right to insurance
coverage, shall receive a waiver of subrogation and be named as "additional
insureds" on all Contractor's and Subcontractors' insurance policies, except were
prohibited by law.

(vi) All insurance policies shall be placed with insurers having an assigned rating of
not less than A VIII by A.M. Best or equivalent, licensed in the Commonwealth
of Puerto Rico, and in a form reasonably acceptable to Owner. Each such policy
shall provide that it cannot be cancelled without at least ninety (90) Business Days'
written notice to Owner and Contractor will give Owner at least thirty (30)
Business Days' prior written notice of any reduction in coverage. The approval of
any such policy by Owner shall in no way relieve Contractor of its obligations to
provide the insurance required herein;

(vii) Insurance proceeds as they relate to damage or loss to physical assets, shall be
available to Owner to the extent required for the timely repair or replacement of
such damages or loss;

(viii) Owner shall be entitled to fully participate with Contractor in the processing of
any insurance claim relating to this Services Agreement;

(ix) Contractor shall use all diligence to ensure that all insurance arranged under this
Services Agreement shall not be invalidated. Contractor shall, at all times, comply
with and abide by, and will ensure Subcontractors comply with and abide by, the
terms, conditions, and requirements of the policies;

(x) All insurance policies provided by Contractor shall be considered primmy and
shall not bring into contribution any other valid and collectible insurance;

(xi) All insurance policies will be consistent to what is typically obtained for this
precise type of Services Agreement;
(xii) Contractor shall be responsible and liable, in each claim or occurrence for all
deductibles; and

(xiii) LUMA / PREPA reserves the right to require other insurance as it may seem
necessary during the course of this Services Agreement.

For clarity, the Maximum Liability Limit shall in no way limit Owner's right
to recover pursuant to the required insurances, and such insurance proceeds will be
deducted from the Maximum Liability Limit.
EXHIBIT "E"

LUMA POLICIES

LUMA VENDOR CODE OF CONDUCT: SHARING OUR VALUES

OUR MISSION STATEMENT & VALUES

Our values are not just words on a page. We live them daily. Our mission is always, in every way, to
continue getting better.

Mission Statement

LUMA was purposefully built for the people of Pue1io Rico, to reinvigorate and transform the island's
electric transmission and distribution system and to suppoti its overall economic development. We put
people first - our employees, customers, and communities.

We encourage and inspire our people to embrace progress, drive growth and create innovative solutions for
our customers and the world around us.

We stand together, building a culture on continuous improvement with the goal of working towards a
stronger Pue1io Rico by delivering on our promise of excellent customer service and our commitment to
Safety.

Core Values

Our Core Values define how we work, and we seek out business partners who share them as well. It is
imp01iant that all members of our team embrace these values, as they are fundamental to how we do
business.

We live by the following values:

I. CARE

We seek to understand and collaborate. We care enough to challenge each other. We care
about each other - and the communities where we live and work.

II. ACCOUNTABILITY

We are transparent, respectful, and responsive. We are ethical and guided by integrity. We
do the right thing. We hold ourselves and each other accountable for operational excellence.

III. PRIDE

We take pride in holding ourselves to the highest standards of safety and sustainability. We
are invested in our people, our actions, and our commitments for the long nm. We celebrate
our successes and continuously strive to be better.
CONDUCTING BUSINESS, THE LUMA WAY

Our Expectations

LUMA's Vendor Code of Conduct ("Code") applies to all intermediaries, suppliers, consultants,
contractors, contract labor and other business partners who provide goods or services to or on behalf of
LUMA (collectively, "vendors"). We each play a role in upholding the principles of our Code. You are
expected to ensure that all your employees or sub-vendors that perform work for LUMA read, understand,
and follow the Code and the underlying policies and practices that are applicable to them to avoid illegal or
unethical conduct. Compliance with this Code is a requirement for becoming and remaining a LUMA
vendor.

Vendor Selection

We are committed to dealing fairly with all vendors throughout our procurement process, from bid
evaluation and negotiation to award decisions and purchasing administration. We select our vendors based
on objective criteria, such as technical, commercial, or other legitimate business reasons. You are expected
to cooperate with our procurement processes, including responding to any due diligence requests.

Speak Up

Raising awareness of possible misconduct or violations of the law or the Code is paii of our commitment
to creating a fair and honest culture. To ensure the highest levels of integrity throughout our supply chain,
we rely on our vendors to speak up about any actual or suspected violations of the law or our Code.

If you want to come forward with any questions or concerns, you may use any of the following resources:

Your LUMA Supply Chain Representative


LUMA Leadership
LUMA's Director of Compliance
LUMA's Ethics Helpline

LUMA's Ethics Helpline is available 24 hours a day, seven days a week, in Spanish and English. You can
call the Ethics Helpline at 877-776-0993 and speak with a third-paiiy representative, make a report via the
internet at www.LUMAethicshelpline.com, or e-mail Compliance@LUMAmc.com.

LUMA's Ethics Helpline is managed by an independent third-party service provider. You may report
anonymously. All reports made to the Ethics Helpline are forwarded to LUMA's Director of Compliance
for review and investigation. When you make a report to the Ethics Helpline, please provide as much
information as possible. The more information you provide, the easier it will be for the Company to
investigate and address your concern.

Investigation of Reports

You are encouraged to report conduct that you believe is illegal or improper. LUMA treats all reports of
misconduct confidentially, to the extent practical and legally permissible. We will promptly investigate all
reports and take necessary action. You are expected to cooperate with any investigations. LUMA does not
tolerate any form of retaliation against anyone who reports a violation of this Code in good faith or
-3

cooperates with an investigation. We also expect all our vendors to investigate any concerns that are
repmied to them and to take corrective measures if necessary.

Violations of Our Code

LUMA takes violations of our Code very seriously. We encourage our vendors to monitor their compliance
with the Code's requirements. LUMA will monitor our vendors' compliance with this Code through audits
or site visits as we deem necessary, and we expect our vendors to cooperate with related requests. If any
non-compliance with this Code is detected, you are expected to take reasonable steps to address, remedy,
and prevent reoccurrence of the non-compliant conduct. Failure to comply with this Code may result in the
termination of the business relationship between you and LUMA.

CREATING A CULTURE OF TRUST AND RESPECT

We believe in People First, Safety Always.

Human Rights and Labor Practices

We respect and promote human rights in all our operations. We expect you to share our commitment to
providing equal employment opportunities and creating an inclusive work environment that is free from
discrimination. You must treat all members of your workforce fairly and in accordance with all applicable
labor and employment laws.

We expect you to employ workers on the basis of their ability to do the job, and not on the basis of their
race, color, age, sex, national origin/ancestry, social origin or status, marital or familial status, citizenship
status, disability, religion, veteran status, sexual orientation, gender identity, political affiliation, genetic
information, being a victim or being perceived as a victim of domestic violence, sexual assault or stalking,
or any other status protected by federal, state, or local law.

LUMA will not tolerate any conduct by a vendor that is offensive, hostile, abusive, exploitative, or otherwise
inconsistent with a respectful workplace. You must not support or engage in forced or indentured labor,
human trafficking, violence, or intimidation of any kind. You must compensate workers in compliance with
any legal requirements for wage, working hours, overtime, and benefits. We expect you to respect the rights
of your workers to associate freely and to join or not join labor unions.

Workplace Safety

At LUMA, the safety of our people - employees, customers, vendors, and the public - matters first and
foremost. As our vendor, you must comply with all applicable safety and security laws and regulations.
You also must adhere to LUMA's safety standards and apply safe work practices to work you undertake on
our behalf to prevent injuries and illnesses and minimize property losses. You must comply with LUMA
HSE Contractor Selection and Management Standard applicable requirements. You are expected to repott
any incidents or near-misses in accordance with LUMA's HSE Handbook and our Workplace Safety Policy.
You must ensure that your workers receive relevant training on health and safety procedures, including
prohibitions on the use of illegal drugs and alcohol at work and restrictions on the possession of weapons.

Social Media

You must not use social media in a way that may jeopardize LUMA's reputation. You are not allowed to
make any statements on behalf of LUMA without prior permission from the Company's Communications
department. You are also not permitted to use LUMA's name or logo, trademarks or other intellectual
property without the Company's express consent. You must never use social media to make false or
defamatory comments about LUMA or its employees, customers, other vendors, or any other Company
stakeholders.

Conflicts oflnterest

When working for LUMA, you have a responsibility to always act in the best interests of the Company.
You must avoid engaging in any activity that would create an actual or apparent conflict of interest in the
provision of products or services to LUMA. A conflict of interest may arise when your personal or
professional relationships influence or appear to influence your business decisions related to the work you
do for the Company.

Examples of a conflict of interest include:

Your company is partially or fully owned or controlled by a current LUMA employee or


someone who has a personal relationship with a LUMA employee

Your company is partially or fully owned or controlled by a government employee of any


agency that regulates or oversees LUMA

You hire or employ a current LUMA employee or their family member

You have a personal relationship with the LUMA employee who supervises your work for the
Company

Additionally, we are obligated to comply with the C6digo de Etica para Contratistas, Suplidores, y
Solicitantes de Incentivos Econ6micos de! Gobierno de Puerto Rico (the "Code of Ethics"), which
enumerates our ethical obligations and responsibilities and includes specific requirements related to
identifying, avoiding, and mitigating conflicts of interest.

Even the appearance of impropriety can undermine our credibility, pose financial and reputational risk to
us, and jeopardize our ability to comply with relevant laws and regulations, or our contractual obligations.
If you are aware of any situation that may create a conflict of interest, you must promptly disclose it to the
Company.

ACTING WITH INTEGRITY

We conduct our business lawfully and ethically.

LUMA's Code of Conduct for Employees

All LUMA employees are required to comply with LUMA 's Code of Conduct for employees, available at
https://lumapr.com/. Among other things, LUMA's employee Code has strict rules and expectations for
our employees when they interact with LUMA's vendors. You must never cause or take any action that
would result in a LUMA employee violating the employee Code. If in doubt, ask your LUMA business
contact.

Zero Tolerance for Corruption

LUMA is committed to conducting business the right way. We never tolerate any form of corruption, and
we expect our vendors to carry out their business honestly and ethically. You must operate in full
compliance with applicable laws and regulations, including anti-money laundering, anti-bribery, and anti­
corruption laws, wherever you do business.

When working for or on behalf of LUMA, you must never offer, promise, or give a bribe, kickback, or
improper payment to anyone, whether they are a government official, commercial actor, or private
individual.

A bribe is an offer or gift of anything of value in order to improperly influence a decision or gain an unfair
business advantage. Bribes may include money, expensive gifts, extravagant travel or entertainment,
employment opportunities, and political or charitable donations. A kickback is money or a gift of anything
of value returned or paid as a reward for awarding or fostering business.

We expect you to implement your own anti-corruption policies and procedures, which include conducting
appropriate due diligence for any sub-vendors that will perform work for LUMA and maintaining accurate
books and records.

Exchanging Business Courtesies

In the course of conducting business for LUMA, you may exchange business courtesies to build goodwill
and positive working relationships at the Company. However, such exchanges must not be used to
improperly influence a business decision or create a sense of obligation. Although nominal promotional
items or business courtesies of modest value may be acceptable in certain situations, they are never required
to do business with LUMA.

Even the appearance of impropriety can damage your and LUMA's reputation. Any business gifts or
entertainment you give or offer to LUMA employees must be reasonable and comply with local law and
the LUMA employee Code. Such comiesies must not be provided frequently. Extravagant gifts and
entertainment, cash, cash equivalents, gift cards or discounts not available to all employees are prohibited,
whether they are provided directly to LUMA employees or indirectly via third patties or family members.

Relationships with Governmental Authorities

LUMA often interacts with Puerto Rico's regulatory and other governmental authorities that are responsible
for laws, regulations, and policies that affect the Company, such as:

The Puerto Rico Public-Private Partnerships Authority ("P3 Authority")

The Pue1io Rico Electric Power Authority ("PREPA")

The Puerto Rico Energy Bureau ("PREB")

The Financial Oversight and Management Board for Pue1io Rico ("FOMB")

The Federal Emergency Management Agency ("FEMA")

In your work with LUMA, you may encounter government officials or employees from these or other
government agencies and depaiiments. You must act with integrity when interacting with such
governmental authorities and ensure that you comply with all applicable legal requirements. You must not
make representations on behalf of LUMA without prior approval from the Company.
Providing business courtesy to a government official or employee is subject to strict rules, including the
Code of Ethics. You shall not provide any business courtesies to any government officials or make any
donations or contributions to any political party or candidate or for any political initiative on LUMA's
behalf without prior approval from the Company.

Trade Controls

LUMA complies with all applicable laws and regulations that govern international trade, including import
and export controls and economic sanctions promulgated by the U.S. Treasury Department, Office of
Foreign Assets Control. We expect our vendors to be knowledgeable of and abide by these laws when
applicable. You must not engage in transactions with any sanctioned parties or facilitate transactions with
third parties that involve sanctioned parties.

SUPPORTING OUR COMMUNITIES

We invest in our local communities and provide the best service to our customers.

Environment and Sustainability

LUMA recognizes the importance of safeguarding the environment for future generations. We are
committed to reducing our environmental impact and we actively seek vendors that operate in an
environmentally responsible manner. Because we care about protecting the environment, we expect our
suppliers to:

Commit to and promote environmental compliance.

Comply with local, Commonwealth, and federal environmental laws, regulations, and
government orders, permits, authorizations, and other legal obligations.

Assist in finding efficient and effective solutions to environmental issues.

Report environmental incidents in accordance with policies.

Respond quickly and effectively to environmental incidents involving work sites and/or
equipment in accordance with LUMA's policies.

Be familiar with and comply with all LUMA environmental systems, procedures, plans, and
programs in effect and applicable to their work situation.

Implement systems and procedures to minimize activities that pose a threat to the environment
and provide training on the same.

Ensure safe and appropriate management and disposal of waste.

Local Goods and Services

LUMA is committed to investing in the people of Puerto Rico. We support local businesses and provide
them with fair opportunities to bid on and acquire contracts. We expect our vendors to share this
commitment to seek, use and develop a local supply chain while performing work for LUMA.
PROTECTING OUR COMPANY RESOURCES

We use assets, systems, processes, and data responsibly.

Asset Management i
I
Responsible management of assets that are owned by LUMA as well as assets that are entrusted to us by
PREPA is vital to the performance of our work. Such assets include equipment, tools, vehicles, offices and i
yards, funds, documents, networks, systems and software, confidential information, sensitive information, I
and intellectual property. As a LUMA vendor, your services may affect electric utility service and be subject
\
to utility regulation, including oversight from the P3 Authority and the PREB. You are expected to I
safeguard the assets managed by LUMA and only use them with Company approval and for legitimate
business purposes; they should be protected from misuse or theft.

Data Protection
l
I

Information systems managed by LUMA, and the data we store on these systems, are valuable assets, many
of which are used to carry out critical utility activities. You have a duty to maintain the security and integrity
of these systems and to abide by all information protection and privacy laws that apply to your relationship
with us.

If you provide information systems services to LUMA, or you connect to information systems managed by
LUMA, you will be expected to implement and maintain a cybersecurity system designed to prevent
unauthorized access to these systems, as well as your own. In such cases, LUMA has the right to screen
your systems for compliance and security purposes prior to engagement. You must notify LUMA
immediately if any information we provided or gave you access to has been, or is suspected of being, lost,
stolen, or inappropriately disclosed.

All information that is created, stored, and transferred using systems and networks managed by LUMA is
Company or PREPA property. LUMA may authorize individuals to monitor equipment, systems, and
network traffic to ensure that these systems have not been compromised or to see if there has been improper
or inappropriate use of Company or PREPA resources. You should not expect privacy when using LUMA's
systems to access, download or transmit information.

Confidential Information

In the course of your work for LUMA, you may have access to the Company's or PREPA's confidential,
non-public information. This can include financial information, business or strategic plans, customer lists,
terms or rates offered to customers, pricing, and technological innovations. You must protect the
confidentiality of this information and you must not disclose it to anyone outside the Company unless the
Company authorizes you to do so, or it is required by law.

Sometimes our customers or other vendors will provide us with their own confidential information, in
futiherance of our business relationships with them. You must always respect and protect the confidential
information of our customers and other vendors and abide by any confidentiality obligations to which you
have agreed. Any media inquiries related to confidential, non-public information about LUMA, or its
operations, should be referred to the Company's Communications Department.
Data Privacy

We respect the privacy of the personal information of our employees, customers, and vendors. You have a
shared responsibility to protect this information against inadvertent or inappropriate disclosure. You must
handle such information in compliance with applicable laws and LUMA's policies and IT security
requirements. LUMA reserves the right to analyze your security system to ensure that any personal
information we disclose to you will be adequately protected. You must not share such information with
third pat1ies without LUMA's express approval. Any potential compromise to the confidentiality or the
security of personal information should be immediately reported to LUMA's IT-OT Department.

Record Retention

We maintain Company records, in paper and electronic form, for as long as required by law and as necessary
for our business purposes. During the course of your work for LUMA, you may generate or receive
information or records related to the Company. You must follow all applicable laws and contractual
requirements in creating, maintaining, and disposing of these records. The destruction of personal
information must be previously authorized to implement any necessary safeguards and must be documented
in compliance with law.

You must not destroy or discard any records related to your work for LUMA that are subject to an internal
or government investigation, or to any other legal or administrative proceeding. If you receive a subpoena
or a request from someone outside LUMA for a document or record, notify your contact at LUMA.

Financial Reporting

Accurate, reliable, and timely records and disclosures are critical to meeting LUMA's financial, legal and
management obligations. Records prepared for LUMA, including records of work time and expenses, must
be accurate and complete. You must ensure that you have appropriate authorization for each work order or
purchase requisition and that you maintain appropriate supporting documentation. You must comply with
generally accepted accounting principles, as well as your internal accounting policies and system of internal
controls.
EXHIBITF

FEDERAL CONTRACTING CLAUSES

1. REMEDIES
If any work performed by the Contractor fails to meet the requirements of the Contract, any other applicable
standards, codes, or laws, or otherwise breaches the Contract, PREPA via its agent, may in its sole
discretion:

a. elect to have the Contractor re-perform or cause to be re-performed at Contractor's sole


expense, any of the work which failed to meet the requirements of the Contract;
b. hire another contractor to perform the work and deduct any additional costs incurred by
PREPA as a result of substituting contractors from any amounts due to Contractor; or
c. pursue and obtain any and all legal or equitable remedies.
This Section shall in no way be interpreted to limit PREPA's right to pursue and obtain any and all other
available legal or equitable remedies against Contractor.

2. TERMINATION FOR CONVENIENCE


This Contract and any and all Statements of Work may be terminated at any time for any or no reason.
LUMA, may terminate this Contract for its convenience immediately upon delivery of written notice to
Contractor. Upon such termination, Contractor waives any claims for damages from the termination
without cause including, without limitation, any and all consequential claims. Contractor's sole right and
remedy shall be to recover payment for any services rendered through the termination date.

3. TERMINATION FOR CAUSE


LUMA, at its sole discretion, may immediately terminate this Agreement, or any part hereof, for cause in
the event of any default by the Contractor, for any of the following reasons. In the event of a termination
for cause, PREPA shall not be liable to the Contractor for any number of products, supplies, items, or
services not accepted, and the Contractor shall be liable to PREPA for any and all rights and remedies
provided by law:

a. The Contractor fails to provide LUMA or PREPA, upon request, with adequate assurance of
future performance;

b. The Contractor's performance of services under this Agreement;

c. The Contractor's failure to comply with the terms and provisions of this Agreement;

d. The Contractor's submission of invoices, data, statements and/or reports that are incorrect,
incomplete, and/or false in any way;

e. In LUMA 's sole discretion, if termination is necessary to protect the health and safety of its
customers, clients, or other contractors;

f. If the Contractor becomes or is declared insolvent or bankrupt, or is the subject of any


proceedings relating to its liquidation or insolvency or has a receiver or similar officer
appointed for it, has a receiver of its assets or property appointed or makes an assignment for
the benefit of all or substantially all of its creditors, institutes or causes to be instituted any
proceeding in bankruptcy or reorganization or rearrangement of its affairs, enters into an
agreement for the composition, extension, or adjustment of all or substantially all of its
obligations, or has a material change in its key employees; and/or

g. The Contractor's inability to perform under this Agreement due to judicial order, injunction,
or any other cmni proceeding.
In the event of termination, Contractor shall release all work produced under this Agreement to PREPA,
including but not limited to all licensed material under the Copyright and Data Rights Section below. PREPA
may finish the work by whatever method it or its agent may deem expedient. In such eases, the Contractor
shall only be entitled to receive payment for work satisfactorily completed prior to the termination date, subject
to any setoffs due PREPA for its cost of completing the work and for reimbursement for damages incurred. If
the expense incurred by PREPA to finish the work exceeds the unpaid balance on this Contract, the Contractor
shall pay the difference to PREPA. lfLUMA, makes a determination to hold the Contractor in default and
terminate the Contract for cause and it is subsequently determined that LUMA's default determination was
improper, unwarranted, or wrongful, then any such termination shall be deemed for all purposes to be a
termination for convenience with the same rights and obligations as provided in Section 2 of this Attachment.
The Contractor agrees that it shall be entitled to no damages, allowances, or expenses of any kind other than as
provided in this Contract in connection with such termination and does expressly waive any and all claims for
consequential damages, loss of bonding capacity, destruction of business, unabsorbed home office overhead,
lost profit and other such losses or damages.

4. EQUAL EMPLOYMENT OPPORTUNITY


During the performance of this contract, the contractor agrees as follows:

a. The Contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor
will take affirmative action to ensure that applicants are employed, and that employees are treated
during employment without regard to their race, color, religion, sex, sexual orientation, gender
identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth the
provisions of this nondiscrimination clause.
b. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the Contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

c. The Contractor will not discharge or in any other manner discriminate against any employee or
applicant for employment because such employee or applicant has inquired about, discussed, or
disclosed the compensation of the employee or applicant or another employee or applicant. This
provision shall not apply to instances in which an employee who has access to the compensation
information of other employees or applicants as a part of such employee's essential job functions
discloses the compensation of such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is in response to a formal
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including
an investigation conducted by the employer, or is consistent with the contractor's legal duty to
furnish information.
d. The Contractor will send to each labor union or representative of workers with which it has a
collective bargaining agreement or other contract or understanding, a notice to such labor union or
workers' representatives of the Contractor's commitments under this Section and shall post copies
of the notice in conspicuous places available to employees and applicants for employment.
e. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary of Labor.
f. The Contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency and
the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
g. ln the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or
suspended in whole or in part and the contractor may be declared ineligible for further Government
contracts or federally assisted construction contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule,
regulation, or order of the Secretary of Labor, or as otherwise provided by law.
h. The Contractor shall include and require compliance by each of its subcontractors and Contractors
with, the provisions of these paragraphs (a) tlu·ough (h) in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section
204 of Executive Order 11246 of September 24, 1965. The Contractor will take such action with
respect to any subcontract or purchase order as the Federal Emergency Management Agency may
direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a contractor becomes involved in, or is threatened with,
litigation with a subcontractor or Contractor as a result of such direction by the administering
agency, the Contractor may request the United States to enter into such litigation to protect the
interests of the United States.

PREPA fmther agrees that it will be bound by the above equal oppo1tunity clause with respect to
its own employment practices when it participates in federally assisted construction work.

PREPA agrees that it will assist and cooperate actively with the administering agency and the
Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it
will furnish the administering agency and the Secretary of Labor such information as they may
require for the supervision of such compliance, and that it will otherwise assist the administering
agency in the discharge of the agency's primary responsibility for securing compliance.

PREPA further agrees that it will refrain from entering into any contract or contract modification
subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who
has not demonstrated eligibility for, Government contracts and federally assisted construction
contracts pursuant to the Executive Order and will carry out such sanctions and penalties for
violation of the equal opportunity clause as may be imposed upon contractors and subcontractors
by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the
Executive Order. ln addition, PREPA agrees that if it fails or refuses to comply with these
undertakings, the administering agency may take any or all of the following actions: Cancel,
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain
from extending any further assistance to PREPA under the program with respect to which the
failure or refund occurred until satisfactory assurance of future compliance has been received from
PREPA; and refer the case to the Department of Justice for appropriate legal proceedings.
5. Compliance with HUD CDBG Labor Standards Requirements
The terms of HUD form 4010 "Federal Labor Standards Provisions" apply and shall be deemed included
as ifrestated in full herein. The terms in HUD Form 4010 include but are not limited to provisions requiring
compliance with the following:

a. The Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) and the requirements of29 C.F.R.
pt. 5 as may be applicable. Contractor shall comply with 40 U.S.C. 3141-3144, and 3146-31 48 and
the requirements of29 C.F.R. pt. 5 as applicable.
b. The Copeland "Anti-Kickback" Act (18 U.S.C. § 874, 40 U.S.C. § 3145) and the requirements
of29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.
i. Subcontracts. Contractor shall insert in any subcontracts the clauses contained in
subparagraphs (I) through (11 ) of paragraph (a) of HUD form 4010 and such other clauses
as HUD may by appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime contractor
shall be responsible for the compliance by any subcontractor or lower tier subcontractor
with all of these contract clauses.
ii. Breach. A breach of the contract clauses above may be grounds for termination of the
contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. §
5.12.

c. HUD Section 3.

If work to be performed under this contract will be funded in whole or in part with a HUD COBO
funds (including, but not limited to COBO-MIT), the work is subject to the requirements of section
3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 170lu (Section 3).
The purpose of section 3 is to ensure that employment and other economic opportunities generated
by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent
feasible, be directed to low and ve1y low-income persons, particularly persons who are recipients
of HUD assistance for housing. If Section 3 applies, the Parties agree to comply with HUD's
regulations in24 C.F.R. part 75 that implement Section 3, including but not limited to inclusion of
a HUD Section 3 clause in every subcontract subject to compliance with n 24 C.F.R. part 75, and
taking appropriate action upon finding that a subcontractor is in violation of the requirements in24
C.F.R. part 75.

6. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT

a. Ove11ime requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any
such laborer or mechanic in any workweek in which he or she is employed on such work to work
in excess off011y hours in such workweek unless such laborer or mechanic receives compensation
at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of
forty hours in such workweek.

b. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (a) of this Section the contractor and any subcontractor responsible therefore
shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable
to the United States (in the case of work done under contract for the District of Columbia or a
territory, to such District or to such territory), for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including watchmen and
guards, employed in violation of the clause set forth in paragraph (a) of this Section, in the sum of
$27 for each calendar day on which such individual was required or permitted to work in excess of
the standard workweek of forty hours without payment of the overtime wages required by the clause
set forth in paragraph (a) of this Section.
c. Withholding for unpaid wages and liquidated damages. PREPA shall upon its own action or upon
written request of an authorized representative of the Department of Labor withhold or cause to be
withheld, from any moneys payable on account of work performed by the contractor or
subcontractor under any such contract or any other federal contract with the same prime contractor,
or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards
Act, which is held by the same prime contractor, such sums as may be determined to be necessary
to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set faith in paragraph (b) of this Section.
d. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth
in paragraphs (a) through (d) of this section and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts. The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs
(a) through (d) of this section.
e. Further Compliance with the Contract Work Hours and Safety Standards Act:
i. The contractor or subcontractor shall maintain payrolls and basic payroll records during the
course of the work and shall preserve them for a period of three years from the completion of
the contract for all laborers and mechanics, including guards and watchmen, working on the
contract. Such records shall contain the name and address of each such employee, social
security number, correct classifications, hourly rates of wages paid, daily and weekly number
of hours worked, deductions made, and actual wages paid.
ii. Records to be maintained under this provision shall be made available by the contractor or
subcontractor for inspection, copying, or transcription by authorized representatives of the
Department of Homeland Security, the Federal Emergency Management Agency, and the
Department of Labor, and the contractor or subcontractor will permit such representatives to
interview employees during working hours on the job.

7. COMPLIANCE WITH CLEAN AIR ACT AND FEDERAL WATER POLLUTION


CONTROL ACT
The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. and the Federal Water Pollution Control Act, as
amended, 33 U.S.C. § 1251 et seq.

a. The Contractor agrees to repmt each violation to LUMA and understands and agrees that LUMA
will, in turn, report each violation as required to assure notification to the Recipient, the Federal
awarding agency, and the appropriate Environmental Protection Agency Regional Office.
b. The Contractor agrees to include these requirements in each subcontract exceeding $150,000.
8. SUSPENSION AND DEBARMENT
Federal regulations restrict PREPA from contracting with parties that are debarred, suspended, or otherwise
excluded from or ineligible for participation in Federal assistance programs and activities, where the
contract is funded in whole or in part with federal funds. Accordingly, a contract or subcontract must not
be made with any parties listed on the SAM Exclusions list. SAM Exclusions is the list maintained by the
General Services Administration and contains the names of parties debarred, suspended, or otherwise
excluded by agencies, as well as parties declared ineligible under certain statutory or regulatory authority.
Contractor can verify its status and the status of its principals, affiliates, and subcontractors at
www.SAM.gov.

a. The Parties recognize that this Agreement is a covered transaction for purposes of2 C.F.R. pt. 180
and 2 C.F.R. pt. 3000. As such the Contractor has verified via the Certification Regarding
suspension and Debarment form attached hereto at Attachment 6, that neither the Contractor nor
its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are
excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Contractor
shall promptly notify LUMA ofany changes to this ce1iification during the term ofthis Agreement.
b. The Contractor shall comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and
must include a requirement to comply with these regulations in any lower tier covered transaction.
c. This certification is a material representation of fact relied upon by PREPA and its agent LUMA.
If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2
C.F.R. pt. 3000, subpart C, in addition to remedies available to PREPA, the Federal Government
may pursue available remedies, including but not limited to suspension and/or debarment.

9. BYRD ANTI-LOBBYING AMENDMENT


Contractors and subcontractors who apply for or bid on a federally funded contract of $100,000 or more
must file the required certification found at APPENDIX A, 44 C.F.R. PART 18. As such Contractor has
verified via the Byrd Anti-lobbying Certification and Disclosure form attached hereto at Attachment 7,
that it will not and has not used federally appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee ofany agency, a member ofCongress, officer
or employee ofCongress, or an employee ofa member of Congress in connection with obtaining any federal
contract, grant, or any other award covered by 31 U.S.C. § 1352. If Contractor awards any subcontract of
$100,000 or more under this Agreement, Contractor will collect a Byrd Anti-lobbying Certification and
Disclosure form from each subcontractor and submit it to LUMA. Contractor and its subcontractors subject
to this requirement shall also disclose any lobbying with non-federal funds that takes place in connection
with obtaining any federal award. Disclosures will be forwarded to FEMA.

10. PROCUREMENT OF RECOVERED MATERIALS


In the performance ofthis Contract, Contractor shall make maximum use ofproducts containing recovered
materials that are EPA-designated items unless the product cannot be acquired competitively within a
timeframe providing for compliance with the Contract performance schedule; meeting Contract
performance requirements; or at a reasonable price. Contractor shall also comply with all other applicable
requirements ofSection 6002 ofthe Solid Waste Disposal Act.
Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site,
http://www.epa.gov/cpg/. The list of EPA-designated items 1s available at
http://www.epa.gov/cpg/products.htm.
11. PROHIBITION ON CONTRACTING FOR COVERED TELECOMMUNICATIONS
EQUIPMENT OR SERVICES
Contractor and its subcontractors are prohibited from spending the proceeds of this Agreement on certain
telecommunications and video surveillance products and contracting with certain entities for national
security reasons as set forth in Section 889 of the John S. McCain National Defense Authorization Act for
Fiscal Year 2019 ("McCain Act"), and 2 C.F.R. Section 200.216. Contractor and its subcontractors shall
not use funds paid under this Agreement to fund the purchase, installation, or services of the
telecommunications and video surveillance products or to contract with the entities prohibited by Section
889 of the McCain Act or2 C.F.R. Section 200.216.

a. The Contractor shall insert the substance of this Section in all subcontracts and other contractual
instruments resulting from this Agreement.

12. DOMESTIC PREFERENCES FOR PROCUREMENTS


As appropriate, and to the extent consistent with law, Contractor should, to the greatest extent practicable,
provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the
United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured
products.

a. The Contractor shall insert the substance of this Section in all subcontracts and other contractual
instruments resulting from this Agreement.

13. BUILD AMERICA, BUY AMERICA ACT


a. This Agreement is funded in whole or in part with federal assistance, and is subject to the Build
America, Buy America Act, 41 U.S.C. 830 I note ("BABAA''). The BABAA requires that all of
the iron, steel, manufactured products, and construction materials used in federally funded
infrastructure projects be produced in the United States.
b. All iron and steel consumed in, incorporated into, or affixed to infrastructure in the performance
of this Agreement must be produced in the United States--this means all manufacturing processes,
from the initial melting stage through the application of coatings, occurred in the United States;
c. All manufactured products used in the infrastructure project must be produced in the United
States--this means the manufactured product was manufactured in the United States; and the cost
of the components of the manufactured product that are mined, produced, or manufactured in the
United States is greater than 55 percent of the total cost of all components of the manufactured
product, unless another standard for determining the minimum amount of domestic content of the
manufactured product has been established under applicable law or regulation; and
d. All construction materials used in the performance of this Agreement must be manufactured in the
United States--this means that all manufacturing processes for the construction material occurred
in the United States.

e. Contractor has filed the Build America Buy America ce11ification in the form at Attachment 8 and
hereby acknowledges that it will collect this certification with each bid or offer from subcontractors
to this federally funded infrastructure project, unless Contractor is notified in writing that the
domestic preference requirement is waived by FEMA. Contractors and subcontractors shall also
disclose any use of federal financial assistance for infrastructure projects that does not comply with
the BABAA domestic preference requirement. Such disclosures shall be sent to LUMA who, in
turn, will forward the disclosures to COR3, who will forward the disclosures to FEMA.
14. ACCESS TO RECORDS

a. The Contractor agrees to provide PREPA, P3A, the Puerto Rico pass-through agency, the Federal
awarding agency, the Comptroller General of the United States, or any of their authorized
representatives access to any books, documents, papers, and records of the Contractor which are
directly pertinent to this Contract for the purposes of making audits, examinations, excerpts, and
transcriptions.
b. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever
or to copy excerpts and transcriptions as reasonably needed.
e. The Contractor agrees to provide PREPA, the Puerto Rico pass-through agency, the Federal
awarding agency, or their authorized representatives access to construction or other work sites
pertaining to the work being completed under the Contract.
d. PREPA and the Contractor acknowledge and agree that no language in this contract is intended to
prohibit audits or internal reviews by the Federal awarding agency or the Comptroller General of
the United States.

15. CHANGES
No changes to this Contract, including but not limited to the scope of work, Task Orders, or ceiling price,
shall be effective unless made in writing and signed by an authorized representative of each Pmiy.

16. DHS SEAL, LOGO, AND FLAGS


The Contractor shall not use the Federal awarding agency's seal(s), logos, crests, or reproductions of flags
or likenesses of Federal awarding agency officials without specific pre-approval from the Federal awarding
agency. The Contractor shall include this provision in any subcontracts.

17. COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE


ORDERS
This is an acknowledgement that Federal financial assistance will be used to fund all or a po1iion of this
Agreement. The Contractor will comply with all applicable Federal law, regulations, executive orders,
Federal awarding agency policies, procedures, and directives.

18. NO OBLIGATION BY FEDERAL GOVERNMENT


The Federal Government is not a party to this Contract and is not subject to any obligations or liabilities to
PREPA, LUMA, the Pue1io Rico pass-through entity, the Contractor, or any other party pertaining to any
matter resulting from the Contract.

19. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED


ACTS
The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and
Statements) applies to the Contractor's actions pertaining to this Agreement.

20. CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S


BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS
If the Contractor intends to subcontract any portion of the work covered by this Contract, the Contractor
must take all necessary affirmative steps to assure that small and minority businesses, women's business
enterprises and labor surplus area firms are solicited and used when possible. Affirmative steps must
include:
a. Placing qualified small and minority businesses and women's business enterprises on solicitation
lists;
b. Assuring that small and minority businesses, and women's business enterprises are solicited
whenever they are potential sources;
c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit
maximum participation by small and minority businesses, and women's business enterprises;
d. Establishing delivery schedules, where the requirement permits, which encourage participation by
small and minority businesses, and women's business enterprises; and

e. Using the services and assistance, as appropriate, of such organizations as the Small Business
Administration and the Minority Business Development Agency of the Department of Commerce.

21. COPYRIGHT AND DATA RIGHTS


The Contractor grants to the Government of Puerto Rico, including PREPA, and the federal grant
awarding agency (the "Licensees") a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license
in data, materials and other results and proceeds first produced in the performance of this contract ("Work
Product") the right to reproduce, publish, or otherwise use Work Product, including the preparation of
derivative works, to distribute copies to the public, and to publicly perform and display the Work
Product. For data and materials required by the contract but not first produced in the performance of this
contract ("Acquired Work Product"), the Contractor will identify and grant to the Licensees or acquire on
their behalf a license in Acquired Work Product that meets requirements, as determined solely by PREPA
or its agent, for the Licensees to use and to license others to use the Work Product and Acquired Work
Product for all PREPA activities and for ongoing use, training, maintenance, and improvement of the
resulting technology improvements. Work Product and Acquired Work Product shall include, but not be
limited to, data, research, written reports or literary works, software and/or source code, pictures or
images, graphics, audiovisual works, sound and/or video recordings, and architectural works. Upon or
before the completion of this contract, the Contractor will deliver to PREPA, in formats acceptable to
PREPA, copies of Work Product and Acquired Work Product.
EXHIBIT "G"

HEALTH, SAFETY AND ENVIRONMENTAL OBLIGATIONS

1. SUPPLEMENTAL SAFETY TERMS AND CONDITIONS


I. I The Contractor shall comply with the following:
(a) The Supplemental Safety Terms and Conditions are intended to supplement and not replace
the safety provisions in Terms and Conditions. In the event of a conflict between the
applicable Terms and Conditions and these Supplemental Safety Terms and Conditions,
the terms of these Supplemental Safety Terms and Conditions shall apply.
These Supplemental Safety Terms and Conditions shall also apply to any subcontractors
that contractor may use for the work. Contractor is responsible for ensuring that its
subcontractors are aware of and comply with these Supplemental Safety Terms and
Conditions. The contractor must provide proof, via written communication, that these
supplemental safety terms and conditions have been reviewed with the subcontractors and
acknowledged.
Contractor's failure to comply with these Supplemental Safety Terms and Conditions shall
be cause for the Contractor to be terminated and Contractor to be removed from Operator's
Approved Bidder's List.

2. GENERAL
2.1 Contractor is hereby reminded that Operator's Contractor Safety Management System will be in
effect. Contractor's safety performance will be monitored and evaluated during the project by
Operator.
2.2 Contractor shall adhere to all applicable local, state, and federal regulations and all rules and
policies set fmih in Contractor's own Safety Manual. Contractor shall immediately correct any
deficiency brought to the attention of Contractor by Owner or Operator. Repeated safety
violations, severe violations, or events are cause for the Contractor to be terminated and removed
from Operator's Approved Bidder's List.
2.3 Contractor shall adhere to all written Safety Directives issued by Operator.
2.4 All persons who enter the site shall have completed the Operator Contractor Safety Orientation.
This training shall be valid for one year and must be refreshed annually.
2.5 Owner or Operator shall have the authority to immediately stop Contractor's Work indefinitely
for operations, which in the opinion of Owner, constitute a safety concern. It is the responsibility
of Contractor to adequately satisfy Owner of any remediation necessary to provide a safe and
healthful workplace.
2.6 Contractor shall have qualified and competent supervision at the Site at all times to direct and
observe the Work. The individual(s) providing the qualified and competent supervision is
permitted to perform Work activities; however, these activities can not interfere with ability to
direct and observe the Work.
2.7 Contractor shall appoint a qualified and competent representative anytime Contractor has
subcontractors working onsite without Contractor present. This representative shall be onsite at
all times while Work is being performed by subcontractor.
2.8 If Contractor in good faith believes that any rule or procedure set forth in these Supplemental
Safety Terms and Conditions will put its employees or others at risk, Contractor shall
immediately notify Owner and shall cooperate with Owner to develop a mutually acceptable
alternative procedure.

3. CONTRACTOR SAFETY REPRESENTATIVE


3. I Contractor shall provide a full-time on-site safety representative per forty (40) employees on each
project (Contractor and its subcontractors).
3.2 The full-time on-site safety representative/s shall assist Contractor Management with the
initiation, enforcement, maintenance, and administration of job site safety and other loss
prevention programs associated with the Work.
3.3 Owner may request Contractor to provide a full-time safety representative for Work with fewer
than 40 employees if Owner determines the nature of the Work justifies additional safety
oversight. A risk analysis of the project will be performed to assist in determining this
requirement.

4. MONTHLY SAFETY REPORTING


4.1 Contractor must report the following:
(a) Hours worked monthly and year-to-date on Operator projects
(b) First Aid Events monthly and year-to-date on Operator projects
(c) OSHA Recordable Events monthly and year-to-date on Operator projects
The above requirements must be reported by the 4th working day of the following month.

5. EVENT REPORTING
5.1 When working for Operator, once the scene is secure, Contractor shall report all events
immediately to the Operator project representative. Following initial notification, standardized
incident repmis shall be completed and submitted to the Operator HSEQ Department.
(a) An initial written report shall be submitted by 8:00 am the following day. Within 5 days,
Contractor shall submit an in-depth written report.
5.2 All environmental spills must be reported immediately to the Operator project representative as
appropriate.

6. JOB HAZARD ANALYSIS


6.1 Before any Work begins and before changing any Work procedures or activity at any location,
Contractor shall perform a documented Job Hazard Analysis (JHA) and in a written report
identify all potential Work site risks. The JHA shall include: I) step-by-step plan for the job
to be performed, 2) risks/hazards associated with the job, and 3) control measures that Contractor
will take to eliminate or control these potential risks/hazards.
6.2 Contractor's assigned supervisor/lead shall review the JHA with each crewmember prior to the
start of each job and anytime the Work procedure changes. Additionally, the Contractor's
assigned supervisor/ lead shall review the JI-IA with each erewmember after lunch and/or
significant break in the Work. Each crewmember must sign their name verifying they understand
and will adhere to the JI-IA.
6.4 Contractor's supervision shall conduct a JHA review with all persons who enter the work zone.
This review shall include a scope of Work and any hazards present at the site.
6.5 Contractor shall make its JHA reports available to Owner or Operator upon request.

7. PERSONAL PROTECTIVE EQUIPMENT


7. I Contractor is responsible for requiring the use of appropriate personal protective equipment in all
operations where there is an exposure to hazardous conditions.
7.2 Contractor and subcontractor employees shall wear at a minimum the following personal
protective equipment (PPE) while in any construction area:
(a) Hardhat
(b) Safety Glasses or Prescription Safety Glasses with Side Shields that meet the
specifications of ANSI Z87
(c) Approved hearing protection devices in designated areas
(d) The outermost layer of clothing on the upper body must be High Visibility and Reflective

(e) Work gloves appropriate for the potential hazards of the job tasks. Note: Jersey gloves
are not permitted to be worn as the only means of protection.
(f) Protective toe footwear that meet the safety-toe specifications of ASTM F2413 with a
compression rating ofC75 (i.e. safety toe shoes)
(g) Employees that climb structures shall wear a shoe with a defined heel.
(h) 100% Fall Protection when climbing on wooden structures.
(i) Additional PPE may be required based on the Contractor's PPE Assessment.

G) Open-toed, open-heeled, athletic footwear and tennis shoes are prohibited.


7.3 Contractor employees shall wear fire retardant (FR) clothing when working on or near energized
equipment. While not all-inclusive, the following list provides examples:
(a) When working within the minimum approach distances
(b) When rubber gloves or rubber gloves and sleeves are required
(c) When performing hot-stick Work
(d) When bonding or working "bare hand method"

(e) When grounding conductors or equipment


(f) When testing lines or equipment to be de-energized
(g) When performing switching operations
(h) When entering enclosed/confined spaces with energized lines or equipment
(i ) When disconnecting or connecting testing meters

G) When an employee is required to physically assist with energized Work on lines or


equipment where mechanical failure or human error could expose employee to a flash
(k) Additionally, an employee entering a station under the control of a Dispatch Authority
shall be required to wear fire retardaut clothing unless specifically exempted by Operator.

8. SUBSTATION/SWITCHYARDS
8.1 Contractor shall have all employees in a supervisory role qualified to enter an energized
substation. This training is commonly referred to as Station Entry Training. Supervisory
employees shall be trained and competent in the skills and techniques necessary to distinguish
exposed live paiis from other pa11s of electric equipment, the skills and techniques necessary to
determine the nominal voltage of exposed live parts, and the minimum approach distances
corresponding to the voltage to which the qualified employee will be exposed. A record of this
training must be maintained by Contractor and made available to Owner or Operator upon
request.
8.2 Employees not OSHA station entry qualified shall be under direct supervision of a qualified
supervisor. In this case, if the supervisory employee leaves an electrical station site where Work
is being performed, all employees must leave the site as well.
8.3 All substation gates shall remain closed and locked at all times unless under direct observation by
an attendant.
8.4 Upon entry/exit of a substation, Contractor shall notify the appropriate Dispatch Authority.
8.5 Excavation Inside Energized Stations - Approval shall be attained prior to using mechanical
devices to perform excavation inside an energized substation. Excavations shall be barricaded at
the end of each shift.

9. FIREARMS, ALCOHOL, AND DRUGS


9.1 Firearms, alcohol, illegal drugs (marijuana, cocaine, etc ...) or drugs taken for non-medicinal
purposes are prohibited on all Owner controlled sites.
9 .2 Contractor shall be responsible for its and its subcontractor employees who are under the care of a
physician and are taking prescribed medicine, which may alter the employee's physical or mental
ability. Contractor shall determine the necessity to change and adjust accordingly the employee's
job assignment while undergoing treatment.
9 .3 If fireanns or suspected illegal drugs are discovered on any Operator worksite, the following
guidelines should be followed by whoever discovers the firearms or suspected illegal drugs:
(a) First, if possible, without putting themselves or others in harm's way, attempt to secure
the location and ensure that others cannot come in contact with the firearms or suspected
illegal drugs. Do not handle or move firearms or suspected illegal drugs from their
discovered location.
(b) Second, immediately contact the Operator representative and together make a decision
whether or not the situation requires a call to the local law enforcement authorities.
Immediately call the local law enforcement authorities and report the discovered items if
(a) neither the Operator representative is available; (b) there is a threat of harm to any
person; or (c) there is a risk of improper removal or disposal of the firearms or illegal
drugs.
(c) Third, call local Operator Security personnel.
(d) Fourth, for incidents involving Contractor personnel, Contractor shall submit reports
according to Section 4.0 Event Reporting.

10. DRUG/ALCOHOL TESTING


I 0.1 All Contractor and its subcontractor employees must complete and pass the following
drug/alcohol testing:
(a) Operator Pre-Employment (48 hours or less prior to first employment on an Operator
site)
(b) Post Event (within two hours) on all employees involved in any safety related event

(c) Random
(d) Reasonable Suspicion
(e) If not subjected to a test listed above, Contractor and subcontractor employees must be
tested a minimum of once every 12 months.
I 0.2 Screening substances and their associated cut-off limits will be the same as listed in the
applicable General Terms and Conditions. Contractor shall incur all costs associated with the
drug testing identified in this section.
10.3 Contractor shall share test results with Owner upon request to the extent allowed by applicable
federal, state, or local law. If applicable, Contractor will ensure that employees, agents,
subcontractors, or independent contractors and the
(a) employees of subcontractors or independent contractors sign an appropriate authorization
prior to such tests being conducted, acknowledging the tests are being conducted and
authorizing the information obtained to be provided to the Owner.
10.4 Contractor shall have and ensure compliance with a comprehensive substance abuse/drug and
alcohol policy that complies with all applicable federal, state, and/or local statues or regulations.

11. TRAINING REQUIREMENTS


11.1 It is Contractor's responsibility to ensure their employees and subcontractors' employees are
appropriately trained, qualified, and competent to perform assigned tasks and associated Work.
Qualifications and training shall be documented by Contractor and available to Owner or
Operator upon request.
11.2 Contractor's and its subcontractors' Site Supervision shall have successfully completed the
OSHA 30-Hour for Construction Training or the OSHA ET&D 20 and 10 Hour Training
Courses. "Site Supervision" is defined as personnel with responsibility for making job site Work
assignments, personnel with overall responsibility for the Work, and any person leading a crew or
Work group (Foreman, Superintendent, Crew Leader, Lead Lineman, etc.). Newly appointed or
hired supervision shall complete the OSHA 30-Hour for Construction Training or the OSHA
ET&D 20- and 10-Hour Training Courses before assuming the supervisory position.
11.3 All Contractor and subcontractor employees who are performing Work on Operator Transmission
Work sites shall have successfully completed the OSHA JO-Hour for Construction Training. New
employees shall be trained within fourteen (14) calendar days of starting their first assignment on
an Operator site.
(a) If Contractor and subcontractor employees have training that is equivalent to the OSHA
30-Hour or OSHA JO-Hour, Contractor shall submit an overview of the program and
documentation of this training to Owner. Owner my require OSHA Training in addition
to such training, provided Contractor shall be responsible for the sufficiency of its
training program.
11.4 Contractor shall submit their annual training plan to Owner for review and approval.
11.5 First Aid/CPR Training -A minimum of two currently trained persons in First Aid and CPR shall
be present for each crew. This is applicable to all crews except for those performing Electrical
Work under 600V.
11.6 Contractor and subcontractor shall incur all costs associated with the training of their employees.
11.7 Prior to entering the Site and during the term of the Contract, Contractor shall provide to Owner a
list of all individuals (whether it's or its subcontractors' employees), which Contractor intends to
use at Owner's Sites. The list shall identify the individuals by their name and the last three digits
of the individual's Social Security Number.
11.8 Contractor shall provide Owner with the names and reasons for removal, when an employee is
removed from Owner's property due to lack of safety performance or not meeting the drug/
alcohol testing requirements.
11.9 Owner, in its sole discretion, may deny access to any individual who has previously been
removed from a Work Site by Owner or any of its affiliates for safety reasons.
11.10 Contractor may request a restricted employee to be cleared for Work. A letter addressing the
original safety violations or reason for suspension with any documentation supporting the request
shall be sent to Owner for approval. The employee shall not work at any of Owner's Work Sites
until approved by Owner, which approval may be withheld at the sole discretion ofthe Owner.

12. .JOB SITE COMPLIANCE AUDITING


12.1 If Work is greater than two weeks in duration, a Contractor safety professional shall perform and
document one job site audit on each Owner job site a minimum of once per month.
12.2 Ifthere is a full-time Safety Representative assigned to the job site, daily site audits shall be
performed and documented.
12.3 Contractor site supervision shall perform and document a minimum of one job site safety audit
per week.
12.4 Contractor management personnel shall perform and document one job site safety audit per
quarter.
12.5 Audits shall be maintained for the duration of the Work and shall be made available to the Owner
or Operator upon request.

13. EMERGENCY PLANNING


13 .1 All job sites must have emergency communication and an emergency response plan that has been
communicated and understood by all Contractor and subcontractor employees. The plan shall
include at a minimum:
(a) Emergency Contacts
(b) Location and Name of Local Emergency Services
(c) On-site communication methods
(d) Location and directions (including maps) to the nearest medical facility
(e) Procedure to follow in the event of an emergency
(f) All Contractor and subcontractor employees shall drive the route to the nearest medical
facility prior to any Work activities occurring on the site.

14. BILINGUAL REQUIREMENTS


14.l At a minimum, Contractor shall provide one English speaking employee for each non-English
speaking crew up to 10 crewmembers. The English-speaking crewmember(s) shall be able to
communicate with all other crcwmembers.

15, HAZARD COMMUNICATION


15.1 Contractor shall submit a chemical inventory prior to mobilizing onto an Operator Work Site.
15.2 Material Safety Data Sheets (MSDS) shall be kept on file by Contractor and available for
Contractor and subcontractor employee's and Owner's review upon request.

16. MISCELLANEOUS
I 6.1 Housekeeping -All trash shall be kept in proper containers and disposed of properly.
16.2 Cable Verification-Immediately prior to cutting any control cable, Contractor personnel shall
have a second person verify that it is the proper cable and that it is de-energized.
16.3 GFCI -All extension cords and electric hand tools shall be plugged into a GFCI provided by the
contractor. Contractor personnel shall not rely on the receptacles in Operator circuits.
16.4 Guard Structures-All hotline crossings and all road crossings shall be protected using a guard
structure. Guard structures (including line equipment used as guard structures) shall be installed
prior to disconnecting the conductor and shall remain in place until the conductor is clipped in.
16.5 Testing of Grounds -All grounds shall be tested in accordance with ASTM F2249 - 03 Standard
Specification for In-Service Test Methods for Temporary Grounding Jumper Assemblies Used on
De-Energized Electrical Power Lines and Equipment.
16.6 Placement of Grounds - The location of all grounds on Transmission Line Work shall be tracked
and documented. Grounds shall be installed/removed maintaining minimum approach distance.
Grounds shall be inspected prior to each use.
16.7 Wire Skinning-All employees shall use tools specifically designed for wire skinning.
16.8 Traffic Control -All operations involving roadways shall comply with the Manual of Uniform
Traffic Control Devices and/or local requirements.

[Encl of the Agreement]

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