7000137743 - Statement of Work

Company/Vendor: Name of Project: Mobile Demineralizer Trailer Services Statement of Work # 10490270 STATEMENT OF WORK NO. 10490270 This Statement of Work No. 10490270 (“SOW”) is between ______(“Company”) and the City of San Antonio, acting by and through City Public Service Board (“CPS Energy”) issued pursuant to the Master Agreement dated ______(the “Agreement”).

Capitalized terms not defined in this SOW have the meaning provided in the Agreement. This SOW defines the specific requirements, work effort, milestones and schedule for the Services that Company provides to CPS Energy related to the Project (defined herein).

The terms of the Agreement shall control unless this SOW clearly indicates otherwise. Notwithstanding the immediately preceding sentence, in the event that this SOW expressly provides that certain provision therein shall control over specified provisions of the Agreement (“Special Terms”) and such Special Terms are agreed to by duly authorized representatives from both parties, then, to the extent that such Special Terms conflict or are inconsistent with the specified provisions of the Agreement, any such Special Terms shall control, but only for the purposes of this particular SOW.

1. Introduction/Background. The following is a general description of the Project and highlights the Project’s background and what is to be gained by the Project (the “Project”):

CPS Energy is requiring the use of mobile demineralizers, on an as-needed basis, for a term of three (3) years, to supply boiler feedwater and condensate make-up to the CPS Energy Power Plants when the plant demineralizer cannot satisfy plant demands, the demineralizers are out of service or boiler feed water supply is required at plants that presently have no demineralization facilities available. All of the CPS Energy Power Plants to be serviced by the Company are within twenty-five (25) miles of downtown San Antonio, Texas.

2. Services. Company agrees to provide the following Services (the “Services”):

 Deliver and setup Mobile Demineralizer unit as needed to the various CPS Energy Power Plant locations

 Explain the Mobile Demineralizer setup with CPS Energy lab personnel.

 Place the Mobile Demineralizer unit in service and ensure that the unit is operating to manuafactures specifications.

 Pick up the Demineralizer unit when notified by CPS Energy lab personnel and transport to Company premise

 Provide CPS Energy all documentation identified by CPS Energy personnel

3. Availability of Services. Subject to the terms and conditions of the Agreement and this SOW, Company shall use best-efforts to provide Services for 24 hours per day, 7 days per week throughout the term of this SOW. Unless otherwise provided for herein, all work will be performed remotely and on-site at CPS Energy’s locations in San Antonio, TX during normal business hours, Monday through Friday, 8:00 a.m. – 5:00 p.m. excluding CPS Energy, federal or state holidays. 4. Project Schedule. [Intentionally deleted] The table below summarizes the work activities and effort estimates planned for the completion of this Project:

Activity Name Work Effort (x days) Schedule (Week #)

5. Location of Services. The Services shall be provided at the following location(s): Location Name: Sommers-Deely Power Plant Location Name: Braunig/AvR Power Plant Address: 12940 US Hwy 181 South Address: 15290 Strech Rd.

City, State Zip: San Antonio, Tx. 78223 City, State Zip: Elmendorf, Tx. 78112 Phone: (210)353-3870 Phone: (210)353-4567

Location Name: JK Spruce Power Plant Location Name: Leon Creek Power Plant Address: 12940 US Hwy 181 South Address: 7718 Quintana Rd. City, State Zip: San Antonio, Tx. 78223 City, State Zip: San Antonio, Tx. 78205 Phone: (210)353-3940 Phone: (210)353-4355

6. Deliverables. In addition to the Services, the Company shall deliver each of the following (the “Deliverables”) within the phase or time frame stated below:

Deliverable Description Phase / Time Frame (days) Deliver, set-up, ensure the the unit is operating under CPS Energy specifications. Pick-up the unit after Mobile Demineralizer Unit As Needed basis being notified by CPS Energy personnel and transport to Company premise Any all documentation deemed necessary by CPS Necessary Documentation As Required Energy personnel

7. Acceptance Criteria. In addition to the requirements set forth in the Agreement, the Services and/or Deliverables are subject to the following Acceptance Criteria: a. The mobile demineralizer must produce product water of less than 0.5 micro mho temperature-corrected specific conductivity (25 degrees C) and less than twenty (20) parts per billion of dissolved silica. b. The mobile demineralizer must produce water at a minimum of one hundred (100) gallons per minute flow rate c. The mobile demineralizer must be trailer-mounted and suitable for outdoor operations. Skid-mounted equipment is not acceptable d. The mobile demineralizer must be equipped with instrumentation to continually monitor product water specific conductivity and must have a fully operational positive shut-off system to stop product water whenever the conductivity exceeds the 0.5 micro mho conductivity limit. Adequate sample stations must be provided to allow monitoring of product water quality as well as at each vessel. 8. Acceptance Process. Unless otherwise agreed by both parties in writing, CPS Energy will accept Deliverables following this process: a. Company will present the Deliverables to CPS Energy for review and approval. b. CPS Energy will review the Deliverables and provide Company feedback within five (5) business days. c. Company will revise the Deliverables and re-submit the updated Deliverables to CPS Energy within two (2) business days. d. CPS Energy will approve the Deliverables within two (2) business days.

9. Fees. The fees for the Services and the Deliverables are as follows: Fixed Cost as set forth on Exhibit “A”

10.Payment Schedule. Company agrees to the following payment terms, including any milestone payments or other conditions related to payments as set forth herein:

Deliverable / Service Completion (%) Price Invoice payable after mobile demineralizer unit is returned and invoice is 100% sent to CPS Energy

11.Additional Warranties. In addition to any warranties stated in the Agreement for Deliverables or Services, Company gives the following additional warranties, if any, specific to this SOW: None

12.Term. The Term set forth in the Agreement shall govern this SOW, unless a Special Term is set forth below: The Initial Term of this SOW shall commence on the date of last signature below and continue for a term of Three (3) years. Following the end of the Initial Term, this SOW may be renewed at the request of CPS Energy with 30 days written notice to Company.

13.Termination for Cause. If Company fails to perform the Services or deliver the Deliverables and does not cure the failure within ten (10) calendar days of CPS Energy’s written notice, CPS Energy may terminate this SOW for breach. Company acknowledges that repeated failures may constitute a material breach even if any failure taken individually does not constitute a breach or has been cured. 14.Termination at Will. CPS Energy may terminate this SOW, in whole or in part, by giving Company thirty (30) calendar days’ written notice. In the event of such termination, Company shall immediately stop work as to the terminated portion of the SOW, notify all suppliers, subcontractors and sub-suppliers to stop work on contracts for performance hereunder and to protect and preserve property in its possession in which CPS Energy has or may acquire an interest. In order to entitle the Company to any termination payment, Company shall, within thirty (30) days after receipt of said notice to terminate, advise CPS Energy in writing whether any termination charges will be submitted in connection with the termination. Company shall be paid a reasonable termination charge consisting of a percentage of the SOW price reflecting the percentage of the work completed in compliance prior to the notice of termination, plus reasonable, actual direct costs for uncompleted work in progress. Company shall not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by its suppliers or sub-suppliers which Company could reasonably have avoided. In no event shall the aggregate of all termination payments plus all other payments made for goods under this SOW exceed the total sum due under the SOW.

15.Insurance.