99214-AMENDMENT NO. 5 (TERM EXTENTION AND PRICE SYNCH).DOCX

AMENDMENT NO. 5 TO
MASTER CHILLED WATER SERVICE AGREEMENT
This Amendment No. 5 to the Master Chilled Water Service Agreement ("Amendment No.5")
is dated as of 2016 (the "Amendment No. 5 Execution Date") by and between NRG
ENERGY CENTER PHOENIX LLC (as purchaser and successor in interest of NORTHWIND
PHOENIX, LLC), a Delaware Limited Liability Company, ("Supplier") and Maricopa County, a
political subdivision of the State of Arizona, by and through its Facilities Management Department, and
its successors and assigns, ("Customer") (all undefined capitalized terms used in this Amendment No. 5
shall have the meanings ascribed to those terms in Appendix A attached to the Master Chilled Water
Service Agreement, as referenced below).
RECITALS
WHEREAS, Supplier and Customer are parties to a Master Chilled Water Service Agreement
dated June 21, 2000 (as amended, the "Agreement"), pursuant to which Supplier provides chilled water
service to all Customer Premises;
WHEREAS, the parties desire to extend the Initial Term of the Agreement for all Customer
Premises to which Supplier provides chilled water service, adjust the monthly Contract Capacity Charge
and Consumption Charge under the Agreement for all Customer Premises other than the Sheriffs
Headquarters, the Courts Complex and the Madison Street Building effective as of May 1, 2030 and
modify the insurance requirements in Appendix C to the Agreement, all as set forth in this Amendment
No. 5.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Supplier and Customer agree as follows:
1. Extension of Initial Term.
1.1. Section 2.2 of the Agreement is hereby replaced with the following:
"2.2 Initial Term; Extensions. The Initial Term of this Agreement commences on the
Commencement Date and continues until April 30, 2038, unless earlier terminated pursuant to the
terms of this Agreement. Customer shall have the option of extending the Initial Term for two (2)
additional five-year renewal terms, upon ninety (90) days' prior written notice to Supplier, subject
to the same terms and conditions as provided for in this Agreement (as modified by this
Amendment No. 5)."
1.2. The definition of "Initial Term" in Appendix A, "Definitions" is hereby replaced with the
following:
"Initial Term" shall mean the initial term of this Agreement, the duration of which is set forth
in Section 2.2 of the Agreement (as modified by this Amendment No. 5)."
1.3. The Cover Page to the Agreement is modified by replacing the "Duration of Initial Term"
with the following:
"DURATION OF INITIAL TERM: The period set forth in Section 2.2 of the Agreement
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(as modified by this Amendment No. 5).
2. Adjustment to Monthly Contract Capacity Charge and Consumption Charge.
2.1. Effective on May 1, 2030, the monthly Contract Capacity Charge and the Consumption
Charges for the Security Center, The 4 th Avenue Jail and the Courts Tower (the "Adjusted
Premises") shall be adjusted to be the same as the monthly Contract Capacity Charge and the
Consumption Charge (on a per Ton and per Ton-Hour basis respectively) then in effect
(including all adjustments) for the Sheriff's Headquarters and the Madison Street Building
notwithstanding any contrary provision in the Agreement (respectively, as to the Adjusted
Premises, the "May 1, 2030 Monthly Contract Capacity Charge" and the "May 1, 2030
Consumption Charge", and collectively, the "May 1, 2030 Charges"). For avoidance of doubt,
the monthly Contract Capacity Charge and the Consumption Charges for the Sheriff's
Headquarters, the Courts Complex and the Madison Street Building shall continue to be
governed respectively by Amendment No. 2, Amendment No. 3 and Amendment No. 4 to the
Agreement. Table 1 in Appendix H of this Amendment No.5 provides the applicable baseline
rates for the monthly Contract Capacity Charge and the Consumption Charges as of May 31,
2016 for Customer's facilities served under the Master Chilled Water Service Agreement and
this Amendment No. 5.
2.2. The May 1, 2030 Charges shall be adjusted as follows, beginning February 1, 2031 and on
each February 1 thereafter.
2.2.1. The May 1, 2030 Monthly Contract Capacity Charge shall be adjusted by the product
of (i) the most recent monthly Contract Capacity Charge prior to the adjustment,
multiplied by (ii) the percentage increase, if any, in the monthly average of the
Consumer Price Index (CPI) for the twelve months immediately preceding July 1 of
the calendar year prior to the calendar year in which the adjustment is to be effective
compared to the monthly average of the CPI calculated for the previous twelve months.
The percentage change is calculated by dividing (a) the monthly average CPI for the
twelve months preceding July 1 of the calendar year immediately prior to the calendar
year in which the adjustment is to be effective by (b) the monthly average CPI for the
previous twelve months. For example, the adjustment as of February 1, 2031 will be
the monthly average of the CPI for the period July 2029 through June 2030 divided by
the monthly average of the CPI for the period July 2028 through June 2029.
2.2.2. Subject to the weighting in Section 2.2.5 below, the May 1, 2030 Consumption Charge
shall be adjusted by the product of (i) the most recent Consumption Charge per Ton-
Hour prior to the adjustment, multiplied by (ii) the appropriate weighting pursuant to
Section 2.2.6, below, and the percentage increase, if any, in the monthly average of the
Consumer Price Index (CPI) for the twelve months immediately preceding July 1 of
the calendar year prior to the calendar year in which the adjustment is to be effective
compared to the monthly average of the CPI calculated for the previous twelve months.
The percentage change is calculated by dividing (a) the monthly average CPI for the
twelve months preceding July lof the calendar year immediately prior to the calendar
year in which the adjustment is to be effective by (b) the monthly average CPI for the
previous twelve months. For example, the adjustment as of February 1, 2031 will be
the monthly average of the CPI for the period July 2029 through June 2030 divided by
the monthly average of the CPI for the period July 2028 through June 2029.
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2.2.3. In no event shall the foregoing adjustments provided for in subsections 2.1.1 and 2.1.2
be based on changes in the CPI which result in a decrease from the then monthly
Contract Capacity Charge and Consumption Charge.
2.2.4. For purposes hereof, "Consumer Price Index" or "CPI" means the Western Region, Size
A City Average Consumer Price Index as published by the Bureau of Labor Statistics,
all items other than food and energy, not seasonably adjusted, Series ID:
CUURA400SAOLI E, as it appears in the "News" as published monthly by the United
States Department of Labor, Bureau of Labor Statistics); provided, however, that if said
Consumer Price Index shall cease to exist, is changed, or no longer provides a reliable
cost trending indicator, then the term "Consumer Price Index" shall mean such other
or similar index or formula as the parties shall in good faith mutually agree upon to
measure changes in material, maintenance, repair, and/or labor costs.
2.2.5. The May 1, 2030 Consumption Charge shall also be subject to adjustment for any
changes in Supplier's cost of electricity and water/sewer occurring after May 1,
2030, and such adjustment shall become effective as of the date upon which such
changes became effective. The adjusted Consumption Charge shall be the basis
of all future adjustments. The adjustment methodology is as follows:
Upon each Consumption Charge adjustment, the Supplier shall
determine its weighting of CPI, electricity, and water/sewer
adjustments that represent Supplier's respective cost make-up of
providing chilled water service. The three weightings shall total
100%. The initial weighting, subject to change by Supplier, shall be
5% for CPI, 85% for electricity, and 10% for water/sewer.
Upon any changes in Supplier's electricity or water/sewer rates,
Supplier shall determine the percentage change in its respective
average unit cost ($/kWh for electricity or $/1000 gal for water),
based on Supplier's historical consumption data for the twelve-
month period immediately prior to the rate change ("rate change"
shall mean any changes including but not limited to changes in
taxes, fees, surcharges, fuel adjustments, rate structure changes, rate
eliminations or deregulation impacts). Changes in the Consumption
Charge under the Agreement shall be effective concurrent with the
effective date of the applicable electric or water/sewer rate change.
The percentage change in the Consumption Charge shall equal the
percentage change in unit cost multiplied by its weighting. For
example, a 10% electricity unit cost increase multiplied by a 85%
electricity weighting means the Consumption Charge would increase
by 8.5% (10% X 85% =8.5%).
2.2.6. In addition to the foregoing adjustments, Supplier may adjust the monthly Contract
Capacity Charge and the Consumption Charge to reflect any other increases in
Supplier's costs of providing chilled water toCustomer's Premises that result from the
adoption or modification of any applicable laws, rules, ordinances, regulations or
orders of any governmental authority, or from any change in the interpretation by any
court, tribunal or regulatory agency of any such applicable laws, rules, ordinances,
regulations or orders, after the date of this Agreement, or Force Majeure Events under
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Section 10 of the Agreement, and such adjustment will become effective
immediately upon notice ofthe adjustment to Customer. By way of illustration and
not exclusion, Customer will pay to Supplier any taxes levied upon the services
provided by Supplier, including without limitation any use or license fee, upon
receipt ofSupplier's invoice for such taxes.
3. Amendment of Insurance Provisions. For all purposes of the Agreement, including with respect to
the increase in Contract Capacity of the Premises as set forth herein, Appendix C to the Agreement
is hereby replaced with Appendix C attached hereto.
4. Effect of this Amendment No.5. Except as expressly provided otherwise in this Amendment
No.5, the Agreement between the parties shall remain in full force and effect. Any conflict or
inconsistency between this Amendment No. 5 and the Agreement prior to amendment hereby
shall be governed by this Amendment No. 5.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment No. 5 as
of the date set forth above.
[signatures on next page]
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NRG ENIic,RdY CENTER PH491EIYIN LLC
BY._ • / ri-" --/#</:/ 1).; „Ye
Name: \,1/4•1 (\cir
Title:
MARICOPA COUNTY, ARIZONA
BY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
{00146830.1 / 2010-0003}

APPENDIX C TO CHILLED WATER SERVICE AGREEMENT
Insurance Requirements
(a) General. Except as may otherwise be specifically provided in this
Appendix C, all insurance required herein shall be maintained in full force and effect until
all work, service or other performance required to be undertaken under the terms of this
Agreement is satisfactorily completed and formally accepted. Failure to do so may
constitute a material breach of this Agreement. Any failure to comply with the claim
reporting provisions of the insurance policies or any breach of an insurance policy warranty
shall not affect coverage afforded under the insurance policies. The insurance policies
may provide coverage that contains deductibles or self-insured retentions. Such
deductible and/or self-insured retentions shall not be applicable with respect to the
coverage provided to the Customer under such policies. The Supplier shall be solely
responsible for the deductible and/or self-insured retention.. Each party reserves the right to request and to
receive,
within ten (10) working days, detailed summaries of any or all of the herein required
insurance policies and/or endorsements. The requesting party shall not be obligated,
however, to review such policies and/or endorsements or to advise the other party of any
deficiencies in such policies and endorsements, and such receipt shall not relieve Supplier
from, or be deemed a waiver of the requesting party's right to insist on strict fulfillment
of the other party's obligations under the Agreement.
(b) Supplier's Insurance.
Supplier, at Supplier's own expense, shall purchase and maintain the herein stipulated minimum
insurance from a company or companies duly authorized by the State of Arizona and possessing a current
A.M. Best, Inc. rating of B++. The form of any insurance policies and forms must be acceptable to
County.
All insurance required herein shall be maintained in full force and effect until all work or service required
to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure
to do so may, at the sole discretion of Customer, constitute a material breach of this Contract.
Supplier's insurance shall be primary insurance as respects Customer, and any insurance or self-insurance
maintained by Customer shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an
insurance policy warranty shall not affect the Customer's right to coverage afforded under the insurance
policies.
The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such
deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to
Customer under such policies. Supplier shall be solely responsible for the deductible and/or self-insured
retens ion .
The insurance policies required by this Contract, except Workers' Compensation and Employer's
Liability, shall name Customer, its officers, directors, officials and employees as Additional Insureds.

The policies required hereunder, except Workers' Compensation and Employer's Liability shall contain a
waiver of transfer of rights of recovery (subrogation) against Customer, its officers, directors, officials
and employees for any claims arising out of Supplier's work or service.
Commercial General Liability.
Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit
of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate,
and $2,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily
injury, broad form property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit third party action
over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
Automobile Liability.
Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance
with a combined single limit for bodily injury and property damage of not less than $1,000,000 each
occurrence with respect to any of the Supplier's owned, hired, and non-owned vehicles assigned to or
used in performance of the Supplier's work or services or use or maintenance of the Premises under this
Contract.
Workers' Compensation/Employer's Liability.
Workers' Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Supplier's employees engaged in the performance of the work or services under this
Contract; and Employer's Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit. Supplier, its contractors and its
subcontractors waive all rights against Customer and its agents, officers, directors and employees for
recovery of damages to the extent these damages are covered by the Workers' Compensation and
Employer's Liability or commercial umbrella liability insurance obtained by Supplier, its contractors and
its subcontractors pursuant to this Contract.
Excess Liability.
Excess Liability insurance with a $2,000,000 per occurrence and aggregate limit, that sits excess of the
scheduled underlying Commercial General Liability, Automobile Liability and Employer's Liability
insurance policies, with no exclusions that are broader than the scheduled underlying coverages.
Certificates of Insurance.
Prior to Contract AWARD, Supplier shall furnish the Customer with valid and complete certificates of
insurance, or formal endorsements as required by the Contract in the form provided by the Customer,
(blanker endorsements acceptable) issued by Supplier's insurer(s), as evidence that policies providing the
required coverage, conditions and limits required by this Contract are in full force and effect. Such
certificates shall identify this contract number and title.
In the event any insurance policy (ies) required by this contract is (are) written on a "claims made" basis,
coverage shall extend for two years past completion and acceptance of Supplier's work or services and as
evidenced by annual Certificates of Insurance.

If a policy does expire during the life of the Contract, a renewal certificate must be sent to Customer prior
to the expiration date.
Customer shall be a Certificate Holder.
Before providing the services as defined above, Supplier shall furnish Customer with Certificates of
Insurance evidencing coverage required by this Article. The certificates shall identify Customer as
additional insured and shall be signed by a person authorized by that insurer to bind coverage on its
behalf.
All obligations for occurrence coverage shall survive termination of this Agreement. Policies shall not be
canceled, terminated or materially altered without thirty (30) days prior written notice to Customer by
Supplier or Supplier's insurance agent/broker.
All insurance obligations of this Article shall survive termination of this Agreement.
It is understood that the Customer is "Self-Insured" and a Certificate of Insurance shall be provided by
Supplier upon approval of this Agreement by the Parties.
Cancellation and Expiration Notice.
Applicable to all insurance policies required within the Insurance Requirements of this Contract,
Supplier's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed
in a manner that results in non-compliance with this Agreement without thirty (30) days prior written
notice to Customer. Supplier must provide to Customer, within 2 business days of receipt, if they receive
notice of a policy that has been or will be suspended, canceled, materially changed in a manner that
results in non-compliance with this Agreement, has expired, or will be expiring. Such notice shall be sent
directly to Customer at Maricopa County Office of Procurement Services and shall be mailed or hand
delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in
solicitation
Property Insurance.
All risk property insurance (including boiler and machinery
insurance) covering physical loss and damage to all improvements forming part of
the Premises, including all machinery, equipment and fixtures on or connected to
the Premises, for the full replacement value thereof
(c) Customer's Insurance. At all times during the term of this Agreement,
Customer, at its sole expense, shall purchase and maintain in full force and effect, the
following insurance coverages:
(i) General comprehensive public liability insurance on an occurrence
basis (including a contractual liability endorsement) with limits of not less than
$2,000,000 per occurrence and annually in the aggregate, and with a deductible
not exceeding $10,000, covering liability claims arising or resulting from insured
acts or omissions of Customer, its agents, employees and others under its control,
which insurance shall name Supplier as an additional insured; and
(ii) All risk property insurance (including boiler and machinery
insurance) covering physical loss and damage to all improvements forming part of

the Premises, including all buildings, machinery, equipment and fixtures on or connected to
the Premises, for the full replacement value thereof.
All such insurance shall be placed with reputable companies licensed to do business in
the State of Arizona. Prior to the commencement of the construction required by this
Agreement, Customer shall deliver to Supplier certificates of insurance evidencing the
insurance described in this Section. Additionally, not later than thirty (30) days prior to
the stated expiration date of any such policy of insurance, Customer shall deliver to
Supplier evidence of the renewal or replacement of such policy and of the premium due
on such policy. All such insurance will require not less than thirty (30) days prior written
notice to Supplier in the event of modification, cancellation or nonrenewal of coverage.
(d) Customer and Supplier each hereby irrevocably and unconditionally
waives all rights of recovery against the other, and agree that each shall cause its property
insurance policies to be endorsed to reflect that the insurer waives all rights of
subrogation against Customer (in the case of Supplier's property insurance) or Supplier
(in the case of Customer's property insurance) for all loss, damage and other costs due to
or arising from an insured risk under such policy.
(e) At the conclusion of each three year period during the term of this
Agreement, the amount of the general liability insurance required under clauses (a)(ii)
and (b)(i) above shall be reviewed and increased, if agreed upon by the parties hereto, by
$1,000,000 per occurrence and annually in the aggregate.
(f) If either party at any time fails to provide the insurance coverage required
under clauses (a) or (b) above, the other party upon prior written notice shall be entitled
to purchase such coverage and charge the failing party for the costs of such coverage and
all other costs incurred in connection with obtaining the same.
(g) Notwithstanding anything in this Appendix C to the contrary, Supplier and
Customer may self-insure against any or all of the risks enumerated in this Appendix,
provided that such party is able to meet its financial obligations as they mature and that
its self-insurance is maintained in accordance with a bona fide plan or program of self-insurance
which it shall have in force and effect at all relevant times and which follows
sound accounting practices. Upon request of the other party, an officer of the self-insuring
party shall certify that its plan or program of self-insurance is in full force and
effect and that it has sufficient cash reserves to meet the needs of such self-insurance plan
or program.

Appendix H
Table 1 (Capacity and Consumption Rates1
Table 1 below provides applicable monthly Contract Capacity Charge and the Consumption Charges rates
as of May 31, 2016 for Customer's facilities served under the Master Chilled Water Service Agreement
and this Amendment No. 5.
Capacity Consumption
County Facility $/Ton-mo.* $/Ton-hr.*
Sherriffs Headquarters $35.0270 $0.2020
Courts Tower $26.1815 $0.1615
4th Avenue Jail $22.4638 $0.1202
Security Center $22.4638 $0.1202
Courts Complex** $29.27 $0.1640
225 W. Madison Street Building** $35.0270 $0.2020
* These rates are subject to all adjustments under Master Chilled Water Service Agreement, Amendment
No. 5 and all applicable Amendments.
** These rates will be effective upon the execution of Amendments No. 3 (Courts Complex) and
Amendment No. 4 (225 W. Madison Street Building) of the Master Chilled Water Service Agreement
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