Unison Solutions - Capstone Microturbine Factory Protection Plan Copyright 2014
City of Dubuque Consent Items # 16.
ITEM TITLE: Unison Solutions - Capstone Microturbine Factory Protection Plan
Agreement
SUMMARY: City Manager recommending approval of the Capstone Turbine Factory
Protection Plan End User Agreement with Unison Solutions for the three
200kw microturbines located at the Water & Resource Recovery Center.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
❑ W&RRC Microturbine Factory Protection Plan End User Agreement- City Manager Memo
MVM Memo
❑ Staff Memo Staff Memo
❑ Agreement Supporting Documentation
THE CITY OF Dubuque
UBE I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Water& Resource Recovery Center - Microturbine Factory Protection
Plan End User Agreement
DATE: November 13, 2014
Water& Resource Recovery Center Manager Jonathan Brown recommends City
Council approval of the Capstone Turbine Factory Protection Plan End User Agreement
with Unison Solutions for the three 200kw microturbines located at the Water &
Resource Recovery Center. The cost of the nine year service agreement is $632,218,
to be paid quarterly in the amount of $17,561.61 over the nine year time span.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Micliael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Jonathan R. Brown, Water & Resource Recovery Center
THE CITY OF Dubuque
AII4meric11 a City
DUBgkE r
Masterpiece on the Mississippi 2007-2012-2013
TO: Michael C. Van Milligan, City Manager
FROM: Jonathan R. Brown, W&RRC Manager
SUBJECT: Water& Resource Recovery Center— Microturbine FPP
DATE: November 13, 2014
INTRODUCTION
The purpose of this memorandum is to seek approval of the Capstone Turbine Factory
Protection Plan End User Agreement (Attached as Exhibit A) between the City of
Dubuque and Unison Solutions of Dubuque for the three 200kw microturbines located at
the Water & Resource Recovery Center (W&RRC).
DISCUSSION
Unison Solutions' Capstone Turbine Factory Protection Plan (FPP) consists of a wide
array of services including scheduled maintenance parts as needed pursuant to the
Capstone Standard Maintenance Schedule, unscheduled maintenance parts as
needed, including engine assembly (engine/generator), all power electronics
components, all fuel system components, optional/accessory equipment, including main
battery pack, heat recovery module (HRM) coil, advanced power server (APS), dual
mode controller (DMC), external fuel filter, and an external regulator. It also includes
maintenance labor, scheduled and unscheduled, with an engine overhaul at 40,000
turbine rune hours. Additional services included are access to Capstsone's/Unison Call
Center, including 24/7 Technical Support, priority response to unscheduled
maintenance service requests, system software upgrades as released by Capstone,
and the installation of system software upgrades.
Due to the complexity of the microturbine system, the W&RRC maintenance staff do not
currently possess the needed technical skills to work on the turbines. Since the
beginning of the turbine project, it has been anticipated and budgeted for that the City
would purchase this factory protection plan. Unison is a licensed vendor in this service
area for Capstone, thus the option to solicit competitive quotations for this maintenance
contract is not possible.
The FPP will provide for savings over the long-term of approximately $400,000. These
costs would include the rebuilding of the turbines after a five year period and the
purchase of warranties following the rebuild. The cost of the FPP was included in the
financial analysis of the cogen project and has been included in the operations and
maintenance cost budget of the W&RRC. The FPP can be terminated at any time if it is
determined to discontinue operation of the microturbines if it becomes more cost
effective to use the methane generated by an alternate method.
The engineer's estimates for rebuilding conventional genset is approximately $80,000 to
$110,000 per year. The microturbine option was chosen due to the efficiency of its
operation, availability of space, and ease of operation.
City Attorney Barry Lindahl has reviewed and approved the agreement. City Finance
Director Ken TeKippe has reviewed and approved the insurance certificate.
BUDGETIMPACT
The cost of the nine year service agreement with Unison Solutions is $632,218, to be
paid quarterly in the amount of$17,561 .61 over the nine year time span. These funds
will be taken from the W&RRC operating budget.
ACTION TO BE TAKEN
I respectfully request City Council approval to execute a contract with Unison Solutions
to provide a Capstone Turbine Factory Protection Plan for the Water & Resource
Recovery Center's microturbine system.
Cc: Gus Psihoyos, City Engineer
Steve Sampson Brown, Project manager
Encs.
2
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
AGREEMENT NUMBER
UNI -14-0178
AGREEMENT EXECUTION DATE
12/15/2014
❑ Plan A — 5 year or 39,999 trh,2 Parts ONLY, NO Overhaul
PURCHASER COMPANY NAME (BILL -TO)
City of Dubuque
PURCHASER CONTACT NAME (BILL -TO)
Jonathan Brown
❑ Plan B — 5 year or 39,999 trh, Parts & Labor, NO Overhaul
PHONE NUMBER
(563) 589-4176
ADDRESS (BILL -TO)
795 Julien Dubuque Drive, Dubuque, IA 52003
❑ Plan C — 9 year or 79,999 trh, Parts ONLY, with Overhaul
NAME (SITE CONTACT)
Jonathan Brown
COMPANY (SITE CONTACT)
City of Dubuque
PHONE NUMBER
(563) 589-4176
ADDRESS (TURBINE LOCATION)
795 Julien Dubuque Drive, Dubuque, IA 52003
►1 Plan D — 9 year or 79,999 trh, Parts & Labor, with Overhaul
TOTAL NUMBER OF:
Turbines:1 CR600 Gas Packs/Air Packs:
Copeland FGBs:
A. Factory Protection Plan Types and Optional Services
FACTORY PROTECTION PLAN TYPE'
PRICE
❑ Plan A — 5 year or 39,999 trh,2 Parts ONLY, NO Overhaul
❑ <4000 hrs/yr
❑ 4000-6000 hrs/yr
❑ >6000 hrs/yr
$
❑ Plan B — 5 year or 39,999 trh, Parts & Labor, NO Overhaul
❑ <4000 hrs/yr
❑ 4000-6000 hrs/yr
❑ >6000 hrs/yr
$
❑ Plan C — 9 year or 79,999 trh, Parts ONLY, with Overhaul
❑ <4000 hrs/yr
❑ 4000-6000 hrs/yr
❑ >6000 hrs/yr
$
❑ <4000 hrs/yr
❑ 4000-6000 hrs/yr
$632,218.00
►1 Plan D — 9 year or 79,999 trh, Parts & Labor, with Overhaul
// >6000 hrs/yr
❑ Other — Description:
(See also checked items in column "OTHER" in Section B below.)
$
OPTIONAL SERVICES
PRICE
❑ CSN Capstone Service Network Remotc Monitoring Scrvicc, Subscription ONLY3
$
❑ Upgrades — Description:
$
❑ Commissioning or ❑ Re -commissioning
$
❑ Other — Description:
$
' See Section B below for description of included services for each type of Factory Protection Plan.
2 Turbine run hours (trh)
3 CSN Remote Monitoring equipment must be purchased separately.
UNI -14- 0178 UNISON CONFIDENTIAL
Page 1 of 9 FPP Contract — rev. 21))
Customer Initials: If11/
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN - END USER AGREEMENT
TOTAL PRICE
$632,218.00
B. Description of Factory Protection Plan Services
FACTORY PROTECTION PLAN INCLUDED SERVICES
PLAN A
PLAN B
PLAN C
PLAN D
OTHER
Maintenance Parts:
> Scheduled maintenance parts as needed pursuant
to the then current Capstone Standard
Maintenance Schedule (Capstone document
number 440000 for Model C30 or Model C60, or
Capstone User Manual for Model C65 or C200).
✓
✓
✓
✓
❑
Unscheduled maintenance parts as needed,
including:
• Engine assembly (Engine/Generator)
• All power electronics components
• All fuel system components
• Optional/Accessory equipment (if installed)
- Main battery pack
- Heat Recovery Module (HRM) coil
- Advanced Power Server (APS)
- Dual Mode Controller (DMC)
- External Fuel Filter
- External Regulator
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
❑
❑
❑
❑
❑
❑
❑
❑
❑
Maintenance Labor:4
> Scheduled maintenance labor.
No
✓
No
✓
❑
➢ Unscheduled maintenance labor.
No
✓
No
✓
❑
Engine Overhaul at 40,000 trh
No
No
✓
✓
❑
Additional Services:
> Access to Capstone's/Unison's Call Center,
including 24/7 access to Technical Support.
✓
✓
✓
✓
❑
➢ Priority response to unscheduled maintenance
service requests.
No
✓
No
✓
❑
> System software upgrades as released by
Capstone.
✓
✓
✓
✓
❑
4 Normal Unison service hours are 7:00 am to 5:00 pm.
UNI -14- 0178
Page 2 of 9
UNISON CONFIDENTIAL
FPP Contract — rev. b13
Customer Initials:
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN - END USER AGREEMENT
> Installation of system software upgrades.
No
✓
No
✓
❑
> Other - Description:
❑
C. Service Conditions
1. Sites must be clean, free of debris and any other obstructions, well lit, and operating in an
environment that will not cause excessive usage, or need for replacement, of consumables and
filters outside the parameters of Capstone's standard service intervals.
2. Sites must be installed in accordance with all Capstone installation requirements.
3. Sites must be commissioned in accordance with Capstone specifications and Capstone must
have an approved Commissioning Checklist on file.
4. Owner shall retain title to all hardware Unison designates to be scrap. Unison shall provide a list
of approved disposal providers as necessary.
an internct connection for CSN starting on the Start of Services Date and terminating on the End
of Services Date (scc Section D below).
D. Term of Agreement
1. Start of Services: The Agreement and Services shall commence ❑ Upon the Date of
Commissioning, which shall occur no later than; or ® Agreement Execution Date.
2. End of Services: The Agreement and Services shall expire ❑ 5 years from Start of Services or
39,999 trh, whichever comes first; or ® 9 years from Start of Services or 79,999 trh, whichever
comes first; or E Other (specify: ).
E. Payment Terms
1. Payment for the Service Agreement will be made in equal ❑ Annual or ® Other (specify:
quarterly) installments of $17,561.61. The first installment is due upon the Start of Services Date
(see Section D above). The remaining installments will be due 30 days prior to each succeeding
Anniversary (Annual or Other, whichever is specified in the first sentence of this paragraph) of the
Start of Services Date.
2. Unless otherwise provided for in the payment descriptions above, payments for Services are due
30 calendar days from date of invoicing, are stated in U.S. dollars and include any fees, licenses
and permits required for the performance of the Services, and exclude sales and other taxes.
3. Overdue payments shall be subject to a late charge, calculated from the date of invoice to the
date of payment, equal to the lesser of 1.5% per month or the highest applicable rate allowed by
law. The foregoing shall in no way limit any other remedy that may be available to Unison.
4. Purchaser's obligations to Unison to pay in full all amounts owed to Unison as of the termination
or expiration of this Agreement shall survive the termination for any reason or expiration of this
Agreement.
UNI -14- 0178
Page 3 of 9
UNISON CONFIDENTIAL
FPP Contract — rev. T$
Customer Initials: Nr' 01-
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
5. Unison may adjust pricing upward for the services provided hereunder upon written notice to
Purchaser should the total Consumer Price Index (CPI) for the United States — All Urban
Consumers Midwest Urban Size D exceed 3% for the 12 months immediately preceding.
F. Excluded Services
The following are specifically excluded from the Agreement:
1. Changes to the original design and configuration (alterations from "as commissioned").
2. Application engineering and installation; correction of latent or discovered defects or equipment
failure due to application engineering, installation, settings and/or connections. For example,
damages due to inadequate ventilation, or damages due to siloxanes in the biogas as the result
of inadequate gas testing and media change outs.
3. Operation of Covered Equipment on a day-to-day basis.
4. Emissions testing or testing of exhaust gas.
5. Fuel analysis or laboratory analysis to confirm fuel composition.
6. Operator classroom training.
7. Operation of the Covered Equipment outside of Capstone's standard operating guidelines
defined in the Capstone User Manual.
8. City, state, and/or federal permits, rebates, or incentive applications or filings.
9. Any services requested by Purchaser which are determined, to be outside the scope of this
Agreement.
10. Balance of plant equipment: Unison will provide Services for the Covered Equipment listed in
Exhibit 1 only, as may be amended by the parties from time to time in writing.
the customer. The CSN equipment is capable of monitoring additional Balance of Plant
Equipment under this Agreement. Under no circumstances is Capstone obligated to provide any
Services for Balance of Plant equipment or any other equipment that is not listed as Covered
Equipment.
12. Internet connection, service, maintenance, or hardware related fees.
UNI -14- 0178
Page 4 of 9
UNISON CONFIDENTIAL
FPP Contract - rev. --1-)E
Customer Initials: ,rv1
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
Pursuant to this Services Agreement (the "Agreement"), Purchaser hereby authorizes Unison
Solutions, Inc ("Unison") to provide the services described above (the "Services"), including the
provision of any necessary parts (the "Parts"), on the Capstone Turbine generator systems,
controls and/or accessories identified above (the "Covered Equipment") in accordance with and
subject to the terms and conditions described above and on the pages attached hereto.
1. Price of the Services, Payment Terms
and Scope of Services. The price, payment terms
and scope of services for each of the Services (the
"Scope of Services") are set forth on the cover
pages of this Agreement. If repairs or additional
labor outside of the applicable Scope of Services
are determined to be necessary and the required
repairs are authorized by Purchaser, then (i)
additional labor and other costs and expenses will
be billed by Unison to Purchaser at the then
effective Unison Factory Protection Plan Service
Flat Rate Schedule and the then effective Unison
Factory Service Rates, as such terms and
provisions are revised by Unison from time to time,
and (ii) Parts will be billed at the then prevailing
Capstone List Price, and (iii) mobilization costs and
expenses will be without charge so long as the
labor is performed at the same time scheduled
maintenance is performed. Unison shall provide the
City of Dubuque with a copy of the Unison Factory
Protection Plan Service Flat Rate Schedule on an
annual basis. If labor is not performed at the same
time of scheduled maintenance, mobilization
charges will be as described in Unison's Factory
Service Rates.
2. Term. This Agreement shall continue in effect
for the term indicated in Section D of this
Agreement unless Unison terminates this
Agreement by delivering to Purchaser written notice
in the event of: (i) Purchaser's breach of any
material term or condition of this Agreement; or (ii)
Purchaser's failure to pay when due any amount
owed by Purchaser to Unison under any agreement
with Unison. If Purchaser fails to pay when due any
amount owed by Purchaser to Unison and this
Agreement is not terminated immediately by
Unison, Unison may delay or cease performance of
Services under this Agreement until payment in full
is received or other payment arrangements are
UNI -14- 0178
Page 5 of 9
agreed to, at Unison's sole discretion. The
foregoing does not limit or restrict in any way
Unison's right to terminate this Agreement at any
time following an event described in this Section.
Additionally the City of Dubuque shall have the right
to terminate with or without cause upon 30 days
written notice. Unison reserves the right to assess a
cancellation fee on a case-by-case basis, not to
exceed 50% of one annual payment. In the event
of a termination by Unison, Purchaser will forfeit all
amounts paid at the time of termination.
3. Unison's Services; Warranty. Unison agrees
that it will comply with applicable laws and
regulations relating to its provision of the Services
and such Services will be provided in a professional
and workmanlike manner consistent with the
applicable Scope of Services and with generally
accepted industry standards and practices with
regard to the type of services provided hereunder.
Unison provides the warranties with respect to
Parts and labor provided by Unison for the
applicable Covered Product (the "Service -Related
Warranties"). Notwithstanding any term contained
in a Service -Related Warranty or this Agreement to
the contrary, any and all Service -Related
Warranties expire upon the completion of the
Services.
4. Purchaser's Representations. Purchaser
represents, warrants, and covenants that: (i) it has
the right, power, and authority to enter into this
Agreement and to perform fully its obligations
hereunder; (ii) the making of this Agreement does
not violate any agreement existing between it and
any other person or entity; (iii) it has obtained or will
obtain all licenses and permits necessary for
Unison to perform the Services; (iv) all information
provided by Purchaser to Unison related to the
Services and its ability to pay for the Services is
complete and accurate; (v) it will arrange for
UNISON CONFIDENTIAL
FPP Contract — rev. ,
7)13
Customer Initials: 1;110
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
Unison's access to the facilities where the Covered
Equipment is located as needed to perform the
Services; and (vi) it will perform all of its obligations
under this Agreement to the reasonable satisfaction
of Unison.
5. Purchaser's Obligations. In addition to all
other obligations stated in this Agreement, when
requested, Purchaser shall provide Unison with: (i)
records and information concerning the Covered
Equipment; and (ii) any special tools or instruments
needed for the Covered Equipment which
Purchaser already possesses. Purchaser shall
designate an authorized representative who shall
be available to Unison at all times while Unison is
performing the Services on Purchaser's premises.
Purchaser agrees that the Scope of Services
excludes all trade labor work and any supervision,
management or regulation of Purchaser's
employees, agents or contractors and work related
thereto, and it does not include responsibility for
planning, scheduling, monitoring or management of
the work to be performed by Purchaser. Purchaser
agrees that any written or oral reports and advice
provided by Unison to Purchaser in connection with
the provision of Services shall be utilized solely by
Purchaser and shall not be used or conveyed by
Purchaser to any third party.
6. Disclaimer. EXCEPT AS SET FORTH IN
SECTION 3, THE SERVICES ARE PROVIDED ON
AN "AS IS" BASIS AND NO OTHER
WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY ARE GIVEN FOR THE SERVICES,
INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTY OF MERCHANTABILITY,
NON-INFRINGMENT OR FITNESS FOR A
PARTICULAR PURPOSE, AND ALL SUCH
WARRANTIES ARE EXPRESSLY DISCLAIMED.
7. Limitation of Liability in General.
7.1 THE EXCLUSIVE REMEDY OF PURCHASER
UNDER THIS AGREEMENT FOR BREACH OF
THIS CONTRACT OR WARRANTY SHALL BE
THE: CORRECTION OF NON -CONFORMITIES
OF SERVICES; THE CORRECTION OF NON -
CONFORMITIES OF PARTS; OR AS OTHERWISE
PROVIDED IN THE SERVICE -RELATED
WARRANTY.
UNI -14- 0178
Page 6 of 9
7.2 Independent of, severable from, and to be
enforced independently of any other enforceable
provision of this Agreement, UNISON SHALL NOT
BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES OF ANY KIND, OR FOR
LOST GOODWILL, LOST PROFITS, LOST
BUSINESS, COST OF COVER OR OTHER
INDIRECT ECONOMIC DAMAGES, AND
FURTHER INCLUDING INJURY TO PROPERTY,
FOR BREACH OF CONTRACT WITH RESPECT
TO ANY NON-CONFORMANCE OF OR NON-
CONFORMITY OR DEFICIENCY IN THE
SERVICES OR PARTS, REGARDLESS OF
WHETHER UNISON WAS HAD REASON TO
KNOW OR IN FACT KNEW OF THE POSSIBILITY
OF SUCH DAMAGES. Unison shall indemnify,
defend and hold Purchaser harmless from and
against all costs, fees (including attorneys' fees),
losses, liabilities and expenses related to any
personal injury, damage, or death related to
Unison's negligence, including, without limitation,
those costs, losses, liabilities and expenses
resulting from any product liability claim, to the
extent such claim involves Unison's negligence.
Purchaser shall indemnify, defend and hold Unison
harmless from and against all costs, fees (including
attorneys' fees), losses, liabilities and expenses
related to any personal injury, damage, or death
related to Purchaser's improper use or operation of
the Covered Equipment, including, without
limitation, those costs, losses, liabilities and
expenses resulting from any product liability claim,
to the extent such claim involves improper use or
operation of the Covered Equipment.
7.3 The limitations of Unison's obligations and
Purchaser's remedies, as provided for in this
Section, shall prevail over any conflicting or
inconsistent provisions contained in any of the
documents comprising this Agreement or any other
document issued by Purchaser hereto or in any
conflicting or inconsistent statement made by any
representative of Unison, except to the extent that
such provision or statement further limits Unison's
liability.
UNISON CONFIDE TIAL
FPP Contract - rev. jcr
Customer Initials:
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
7.4 The rights, remedies and obligations of the
Parties set forth in this Agreement, together with the
attached exhibits, are the exclusive rights, remedies
and obligations of the Parties hereunder and are in
lieu of any other right, remedy, or obligation
available at law or in equity.
8. Dispute Resolution. All disputes and claims
arising out of this Agreement or any document
referenced herein shall be settled by mediation first
then arbitration in Dubuque, Iowa by a panel of
three arbitrators under the commercial arbitration
rules of the American Arbitration Association or the
Judicial Arbitration and Mediation Service. Such
arbitration shall be conducted by three (3)
arbitrators, one (1) chosen promptly by Unison, one
(1) chosen promptly by Purchaser and one (1)
neutral arbitrator, selected by the first two
arbitrators. The award of the arbitrators shall be
final and binding and the parties consent to the
exclusive jurisdiction of any federal or state court in
Dubuque County, Iowa for purposes of enforcing
any decision of the arbitration panel.
9. Confidential Information, Intellectual
Property Rights. Purchaser shall not, directly or
indirectly, modify or disassemble for the purpose of
reverse engineering any Covered Equipment or
components thereof. All intellectual property rights
and confidential information relating to the Covered
Equipment, and any information provided by
Capstone/Unison to Purchaser under this
Agreement, shall remain the sole property of
Capstone/Unison.
10. Miscellaneous.
10.1 Governing Law. This Agreement is governed
by the laws of the State of Iowa (as such laws are
applied to contracts made and performed entirely
within Iowa, without regard to Iowa's conflicts of
laws provisions) and federal laws applicable to
patents and trademarks.
10.2 Survival. All provisions of this Agreement will
survive its termination to the fullest extent
necessary to give the Parties the full benefit of the
bargain expressed in this Agreement.
Notwithstanding the foregoing, Purchaser agrees
that upon completion of the Services, any and all
UNI -14- 0178
Page 7 of 9
Service -Related Warranties shall expire as of such
date.
10.3 Assignment. This Agreement may not be
assigned by Purchaser without the prior written
consent of Unison. Unison may assign this
Agreement to an entity wholly-owned by Unison
without the consent of Purchaser.
10.4 Severability. If any provision of this
Agreement or the terms and conditions set forth
herein is declared or found to be illegal,
unenforceable, or void, the remaining provisions of
this Agreement shall remain in full force and effect,
subject to the immediately following provisions. In
the event any provision of this Agreement is
declared or found to be illegal, unenforceable or
void, the Parties agree to negotiate in good faith a
substitute provision that is legal and enforceable
and is as nearly as possible consistent with the
intentions underlying the original provision. If the
remainder of the Agreement is not materially
affected by such declaration or finding and is
capable of substantial performance, then such
remainder will be enforced to the extent permitted
by law.
10.5 Independent Review and Advice. Each Party
has full knowledge of the contents of this
Agreement, its legal consequences and any and all
rights which each may have with respect to one
another. Each Party has had the opportunity to
receive independent legal advice with respect to
this Agreement and each Party enters into this
Agreement of its own free will. The Parties
expressly agree that there are no expectations
contrary to the Agreement and no usage of trade or
regular practice in the industry shall be used to
modify any of the terms and provisions of the
Agreement.
10.6 Entire and Sole Agreement. This Agreement
constitutes the complete agreement with respect to
the Services and supersedes all prior or
contem poraneous proposals, agreements,
representations, discussions and literature, written
or oral, concerning the Services. This Agreement is
not intended to change or alter any of the rights,
duties, obligations, liabilities or limitations set forth
in any other agreements between the Parties. The
UNISON CONFIDENTIAL
FPP Contract - rev.- ,4D
Customer Initials:
UNISON
SOLUTIONS
Unison Solutions, Inc
5451 Chavenelle Rd • Dubuque • IA52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
CAPSTONE TURBINE FACTORY PROTECTION PLAN — END USER AGREEMENT
Parties' obligations with respect to confidential
information reverse engineering and/or trade
secrets shall be governed by, if applicable, the
Direct Sales Agreement, the End User License, or
any confidentiality agreements the Parties have
entered into.
10.7 Amendments. This Agreement may not be
modified or amended except in writing signed by a
duly authorized representative of each Party.
10.8 Force Majeure. Each Party's performance
shall be suspended (other than the obligation to pay
monies due) for so long as such performance is
hindered by events beyond its reasonable control
("Force Majeure"), such as, but not limited to, riots,
labor disputes of a general nature, national or civil
wars, insurrections, rebellions, terrorist acts,
embargoes, civil disturbances, earthquakes,
dispositions or orders of governmental authority,
acts of civil or military authority, fires, strikes, delays
in transportation, inability to obtain necessary labor,
manufacturing facilities or materials from usual
sources and acts of God. Any delays resulting from
a Force Majeure shall extend the time for
performance correspondingly. If a failure to perform
results from a governmental law, rule, regulation,
disposition or order and the affected Party is unable
to perform, after making reasonable efforts to
UNISON SOLUTIONS, INC.:
BY:
NAME:
TITLE:
L
QV�eyziY���`n
VP
UNI -14- 0178
Page 8 of 9
comply, the matter shall be deemed a Force
Majeure.
10.9 No Third Party Beneficiaries. None of the
terms of this Agreement are intended to confer to or
benefit any person or entity other than the Parties to
this Agreement any rights, remedies or other
benefits under or by reason of this Agreement.
10.10 Waiver. No waiver by either Party of any
term contained herein (or any breach thereof) shall
be effective unless it is in writing executed by the
party waiving such term (or any breach thereof).
No waiver shall be deemed or construed as a
further or continuing waiver of any such term (or
any breach thereof) on any other occasion or as a
waiver of any other term (or any breach thereof) on
the same or any other occasion. The delay or
failure of any Party in providing written notice
hereunder shall not constitute a waiver by such
Party of any default or any further default under the
Agreement.
11. City's Insurance. Unison shall furnish and
maintain proof of insurance as required by the City
of Dubuque's "Insurance Requirements for General,
Artisan or Trade Contractors, Subcontractors or
Sub Subcontractors. Insurance Schedule B — Class
A" per the attached exhibit.
CITY OF DUBUQUE:
BY:
NAME:
/7
l
Michael C. Van Mi1ligen
TITLE: City Manager
UNISON CONFIDENTIALFPP Contract - rev. ,j.J
Customer Initials:
(J,
Unison Solutions, Inc.
5451 Chavenelle Rd • Dubuque • IA 52002 • USA
Phone: (563) 585-0967 • Fax: (563) 585-0970
Web: www.unisonsolutions.com
FACTORY PROTECTION PLAN - END USER AGREEMENT
Exhibit 1
STARTING
TRH
1277 (as
of
4/21/2014
SERIAL
NO.
r
co
N-
r
MODEL/CONFIGURATION
OR PART NUMBER
600R-BG4-BU00
MANUFACTURER
Capstone
DESCRIPTION
CR600 Turbine
SITE NAME! LOCATION
Dubuque W&RRC
UNI -14-0178
Page 9 of 9
UNISON CONFIDENTIAL
FPP Contract- rev. `)1
Customer Initials:
C^0�